The Disney Chronicles II: Pinocchio
by dinodisneylover1
Summary: After their newest adventure, Twilight and her friends were filled with new excitement. They decided to experience another and sweet little Apple Bloom and her friend Tender Taps were curious too. Witness, how they become friends with a gentle clock maker, a wise cricket and a puppet that has much to learn about the world around him.
1. Wishing Upon A Star - A New Adventure

One morning in Ponyville, everything went its usual way. Ponies would say 'hello' and some would talk to each other. But there was one particular place in town with different days than usual. That place is called 'Sweet Apple Acres'.

It's a farm where none other than Applejack, her brother, her little sister and grandmother live. Most days on the farm are filled with chores, like bucking apples from the trees, feeding the animals, caring for the crops, etc.

But those weren't the only things to do on the Apple Family's days. They most of all loved being together, spending time with each other and friends. This morning, however, was special for the Apples. Applejack shared the story of her visit to another world. Every pony was interested in her tale, especially a 'cute' yellow ball of fluff with a bow on her head.

"After a long run through them woods," Applejack told. "We finally reached the cottage. The Queen fled and we quickly went after her. She hiked the mountain, while we trailed behind."

"That ol' lady sure seems fast," Granny Smith said.

"She wasn't really an old lady, granny," Applejack explained. "It was a disguise to trick Snow White and Fluttershy to eat a poisoned apple."

"Eeyup," Big Mac said. "A poisoned apple would surely give us a bad name."

"You got that right," Applejack replied, before continuing. "Anyway, we followed the witch up the mountain. She was a few steps ahead of us, but Happy and Pinkie gave us a chance to capture her. But it was far from over, when that witch pulled a couple tricks up her sleeves. Throwing several poisoned apples, magic potions, even summoned a thunderbolt from the skies! But even when she got trapped, it was far from over. She tried to kill us all with a giant boulder!"

Little Apple Bloom gasped, practically clinging to the edge of her chair.

"But suddenly, when all hope seemed lost, a natural thunderbolt came from the skies and destroyed part of the mountain, makin' her fall to her doom. Ah gotta admit, it was horrifying to see that. But she did try to hurt innocent people."

"What about Snow White?" Apple Bloom asked.

"Well, by the time we got back to the cottage," Applejack continued, tears forming. "It was too late; the Queen won."

Apple Bloom gasped in horror; even Big Mac couldn't hide a few tears.

"We tried our best to get her back," Applejack explained. "But we knew there was nothin' we could do. Together, we made a coffin of glass and gold, so we could stay by her side. But here comes the best part."

"What? What?" Apple Bloom's head rose up.

"The Prince found us. He saved Starlight from the castle and searched everywhere. When he gave Snow White a goodbye kiss, she came back to life."

"She lives?!" Apple Bloom asked, with joy. "But how?"

"According to Starlight, it was a 'kiss of true love'. I don't know how that's possible, but it was the only cure to get her back and it worked… Just like that."

"What happened next?" Apple Bloom asked.

"Well let's see… Snow White and Florian went to his castle to get married and live happily ever after. Then this big pillar of energy came from the skies and brought us home, but not without saying goodbye to our new friend."

"Wow, that's quite an adventure, Applejack," Big Mac replied.

"It was totally unexpected for all of us," Applejack said with a smile. "Actually, I rather liked it there. I'd love to see them again. Sleepy sure was a nice guy to be around."

"Aw, that Snow White and her prince make a cute couple," Granny replied, placing a few pancakes on the table.

"They sure do, granny," Applejack replied. "Last I checked, Snow White and Florian are in that big castle loving each other thinking about having young'uns. Hopefully we get to see them again, someday."

"Maybe you could try to enter that book again," Apple Bloom suggested. "By the way, are you going into the book for another adventure?"

"I'm not sure. After we told our adventure to the princesses, we all agreed to travel to these other worlds within the book. We haven't heard anything yet; who knows what's more we'll find in there?"

"Can I come with you, this time?" Apple Bloom asked, wide-eyed.

"No, Apple Bloom," Applejack answered, strictly. "As great as it all sounds, it gets dangerous sometimes. My friends and I fought a queen with great knowledge of magic, and barely escaped with our lives. Last thing I want is my little sister kidnapped by any villain, or even killed!"

"But Applejack…"

"I said 'no'!" Applejack said, "And that's final!"

Apple Bloom hung her head, lowering her ears and walks off with a pout. Applejack looked sternly at her before she ate her pancakes. But then sighed, before facing Apple Bloom again.

"I'm sorry, Apple Bloom," Applejack apologized. "But it's for your own good. This is something for big ponies."

"Ah am a big pony," Apple Bloom said, under her breath.

By the time Apple Bloom was outside, Applejack turned around only to stare face-to-face with Granny Smith who stood in front of her.

"Ya know, Applejack," The old mare began. "I think you should give her a chance."

"Eeyup," Big Mac agreed, listening across the table.

"WHAT?!" Applejack cried. "Granny, she's too small to handle things she's never seen before! Even if I did take her, she'd end up in a place she don't know, get kidnapped by some evil pony… Or person… Or get killed by a monster!"

"I know, sugar cube. I know you don't want nothing happening to her and you do an amazing job. But facts are facts: Apple Bloom is growing up."

"Can we please not talk about that?" Applejack asked.

She knew where Granny Smith was leading her on but refused to hear "that" subject.

"I'm trying to say you should give your sister a chance to explore new things," Granny Smith suggested. "If I recall correctly, she and her friends handled that Trouble Shoes feller fine and dandy. Because of her, that old stallion has a better future. You've seen how she's helped ponies with their cutie marks."

Applejack faced her grandmother, who gave her a trusting smile. Applejack thought for a moment, but she knew her granny was right.

"Alright, I'll give her a chance," Applejack suggested. "Let's hope I won't regret it. I promised Mom and Dad I'd take good care of her and so did Big Mac."

"Just give her a chance," Big Mac suggested.

Taking their advice, Applejack ran outside. Her baby sister hadn't gone very far, when her sister called out.

"Apple Bloom, wait!"

The little filly turned behind her, as Applejack had just caught up.

"Look, I've been thinkin'… Maybe, I should give you a chance to come with us. Just to see what it's like."

"Really?" Apple Bloom asked, a big smile on her face.

"Really," Applejack nodded.

"WOO-HOO!" Apple Bloom cheered, hopping around her sister. "I'm going to visit a new world! I'm going to visit a new world!"

"But you have to stick with me," Applejack said strictly. "Am ah clear?"

"Yes, ma'am," Apple Bloom saluted, before trotting toward town.

"Hold on. Where are you going now?"

"To meet with Sweetie Bloom, Scootaloo and Tender Taps. We're got lots of fun stuff planned today."

"Well alright, just be careful."

"Ah will, big sis! See ya later!"

Applejack watched her sister rush into town, a single leg crossed over the other and looks on proudly.

A few hours later, the Cutie Mark Crusaders and Tender Taps had fun together. Whether it's playing ball, drinking milkshakes, or just being silly, the day seemed to fly quickly. They had just watched a special puppet show by Clause when they returned to their clubhouse. By now, Apple Bloom had told everything about Applejack and her friends' adventure. Her friends became quite interested in the subject.

"And all that happened when they went into a book?" Scootaloo asked.

"Uh-huh," Apple Bloom nodded. "I think they're going to do it again; I just don't know when. There seems to be a lot of stories in that book."

"Aww!" Sweetie Belle swooned. "A kiss from your true love sounds romantic."

"Yeah, that's why I asked if I could come with them," Apple Bloom explained. "It just seemed so amazing."

"Are you sure, Apple Bloom?" Scootaloo asked. "Didn't you say Applejack fought a queen that transformed into a scary witch? If what she says is true, it sounds dangerous."

"Sounds like some pony is just chicken," Apple Bloom smirked.

"I'm not a chicken! I'm not!" Scootaloo argued. "Why does every pony keep saying that?"

"Scootaloo! Scoot-Scootalooooo!" Apple Bloom teased.

Scootaloo was unamused, till Tender Taps stepped in between.

"Easy girls, easy," The little colt spoke. "We're not starting a fight, are we? Apple Bloom, are you even sure you want to go?"

"Of course, Tender," The little filly said, excitedly. "I can hardly wait."

"I just think Scootaloo has a point. There's always danger around every corner."

"Oh, come on, every pony," Apple Bloom insists. "Didn't we save Trouble Shoes from a miserable future? Didn't we let a Griffon join our club? Didn't we survive that Cocaktrice?"

"Actually, we have Fluttershy to thank for that," Sweetie Belle pointed out.

"My point is we've been through a lot of trouble together," Apple Bloom said. "We survived, didn't we?"

"You mean like the time you were attacked by a Chimera and your sister had to save you?" Scootaloo said, an eyebrow raised.

"Oh… Right," Apple Bloom remembered. "But still, wouldn't it be great? Imagine it: The Cutie Mark Crusaders, the first foals to visit a different world. You too, Tender. Just think of all the help we can give to the people that live there."

The other Crusaders and Tender Taps thought about it, the idea seemed tempting.

"Hmm… Alright, we'll do it," Sweetie Belle decided. "You know, I'm actually excited about that."

"I'm most excited of all," Scootaloo smiled.

Tender Taps nodded with a smile, as a big grin formed on the yellow filly's face.

"Great! Why don't we ask Applejack if you three could come too?"

"Definitely!" Sweetie Belle said.

But suddenly, a thought crossed her mind.

"Oh no… I can't," Sweetie Belle said, staring sadly to the ground. "I still have homework from Miss Cheerilee."

"Oh shoot, me too," Scootaloo said.

"You two haven't finished the whole time?" Apple Bloom asked. "I finished my work earlier!"

"Sorry, Apple Bloom," Scootaloo apologized. "In all the excitement, we just forgot."

"That's alright. We can try another time."

"Or… You and Tender should go with Applejack," Sweetie Belle suggested.

"What do you say, Tender?" Apple Bloom asked. "You ready for an adventure?"

"I guess so," Tender said, smiling. "I don't have any plans anyway. I'll do it!"

Meanwhile, as the Crusaders and Tender kept playing, Twilight Sparkle and Spike were on their way to Canterlot Castle. They arrived with intent to speak with Princess Luna over important matters. They walked through the halls in search for the princess of the night.

"So, what were we going to ask again?" Spike asked.

"I told you before, Spike," Twilight Sparkle explained. "I wish to speak with Princess Luna about preparations for the Star Gaze Festival tomorrow night."

"What has she planned for that day?" Spike wondered.

"I'm not sure, maybe she's going to…"

Before Twilight could finish, a strange sound interrupted her thoughts.

"Do you hear that?"

"What is it, Twilight?"

"It sounds like… Singing? Come on, Spike!"

Together, Twilight and Spike followed the singing. When they found the source, they met an unbelievable sight: Luna, the beautiful princess of dreams, singing a special song no pony ever heard before gazing out toward the horizon.

"_When you wish upon a star_  
_Makes no difference who you are_  
_Anything your heart desires_  
_Will come to you._  
_If your heart is in your dream_  
_No request is too extreme_  
_When you wish upon a star_  
_As dreamers do._  
_Fate is kind_  
_She brings to those who love_  
_The sweet fulfillment of_  
_Their secret longing._  
_Like a bolt out of the blue_  
_Fate steps in and sees you through_  
_When you wish upon a star_  
_Your dreams come true."_

As Luna belted out that final line, the Princess suddenly heard applauds and just noticed the two. The song had hit the hearts of both the little unicorn/alicorn and dragon, tears streaming from Twilight's eyes. Though she didn't expect any pony to listen, she was flattered.

"That was beautiful, Your Majesty," Twilight applauded.

"Yeah! Go Luna!" Spike cheered.

Luna smiled at their compliments with a bow.

"Pretty, huh?"

"It's magnificent," Twilight declared. "What was that song?"

"Oh, just something that came to me," Luna replied.

"That song could be useful for the Star Gaze Festival!" Spike suggested.

"That's a good idea, Spike," Twilight agreed. "Princess Luna, would you like to sing that song tomorrow?"

"I would love to," Luna nodded. "You know, I bet you of all ponies won't believe that."

"Believe what, princess?" Twilight asked.

"About a wish coming true," Luna replied, facing her sister's student. "Am I right?"

"Well, it's a little… Complicated. I believe that you have to work hard to make a wish true."

"True, but sometimes just believing is easier said than done. I would understand if you didn't believe it in the first place. Because… I didn't either."

"Huh?"

"Of course, I'm the night princess who guards ponies' dreams, but… Let me tell you what made me change my mind."

Luna sat on her haunches, as Twilight and Spike joined in.

"Once upon a time, there were two sisters destined to rule Equestria forever," Luna told. "The older sister wanted to learn as much as she can from the greatest unicorn of all time."

"Sounds familiar," Spike replied, nudging Twilight.

The Princess of Friendship blushed at the comparison, but she wouldn't argue.

"The youngest was a bit prankish, but she learned too," Luna continued.

"Are you talking about Princess Celestia and yourself?" Spike asked.

"Yes, Spike. Star Swirl taught me how to move the stars when I became mesmerized by the night sky, particularly the moon."

"I read about that in your journal," Twilight pointed out.

"Yes, but didn't read 'all' the secrets of my sister and I. You see, as I looked at the stars, one shone brighter than all the others. Star Swirl told me this star can make wishes come true, and I was totally enchanted by it. I knew he was wise, but still I didn't believe any of that stuff. But one day, when my sister and I came to power, I saw every pony was happy in her warm light of the sun and slept during the night. I too wanted to make every happy and so I decided to try. One night, I made a wish… And I waited."

"Then what happened?" Spike asked.

"I guess you know the important stuff," Luna said, facing the ground. "I lost my mind and decided to take matters in my own hooves. That's when I changed into the wicked mare of darkness. Now I didn't know if my wish came true or not, but after you and your friends brought me back, Twilight, I frightened other ponies for what I did. Then one night, I saw that same star again and do you know what I wished for this time?"

Twilight and Spike shook their heads, listening very carefully.

"I wished to make up for my mistakes, to be loved again. Of course, a few days later, the guilt led me to create the Tantabus to haunt my dreams. But after all of you forgave me, I realized my wish… My wish actually came true, all along."

"I never thought of that," Twilight said, intrigued.

"I never stopped believing after that," Luna continued. "As strange this might be, if you always keep believing all your wishes eventually comes true."

"That's interesting advice, Princess," Twilight said. "But what I came to ask…"

"Um, Twilight?" Spike interrupted.

"What is it, Spike?" The unicorn/alicorn asked.

"I don't mean to interrupt, but…"

Spike pointed to her flank. Twilight looked and saw her cutie mark started to glow, but not in the way when the map summons her.

"My cutie mark!" Twilight said. "It must be the map!"

"At this time?" Spike asked.

"Then you have no time to lose," Luna said.

"Guess we'll have to talk later, Princess Luna," Twilight said.

"Good luck, my little pony," Luna bowed.

Twilight bowed to the princess, before rushing down the hall.

"Come on, Spike!" Twilight called.

Spike ran as fast a he could behind Twilight, as they made their way toward their castle.

* * *

By the time they got there, they quickly rushed to the Throne Room. To their surprise, they weren't the only ones summoned for all five of her friends were inside.

"You were summoned too?" Twilight asked.

"It sure looks that way," Applejack nodded. "But there's one thing I don't understand."

"What?" Twilight asked.

"Shouldn't the map show us where to go?"

"Yeah, normally out cutie marks are shown on the location," Pinkie said. "To show where we need to go."

Twilight approached the map, and saw the girls were right. The map neither opened nor showed their cutie marks.

"That's weird," Twilight observed. "When our cutie marks summon us, the map is activated. Why doesn't it work?"

"Maybe it's broken," Rainbow said. "Ever since you stopped Starlight."

"But Starlight and I fixed the map," Twilight answered. "It should work without trouble."

"Can it be we were summoned by something else?" Rarity asked. "Has any pony noticed our cutie marks glow differently?"

The ponies faced their cutie marks and knew Rarity was right.

"What could this mean?" Fluttershy asked.

"I'll check the library," Twilight said. "Maybe there's an explanation for this."

Twilight rushed to the library and upon arrival, she looked through several books to explain their circumstance. Suddenly, she found something glowing and her eyes went wide.

"Girls!" Twilight called out. "I think I solved the mystery."

Her friends had been waiting patiently when they heard Twilight. They rushed into the library and saw what Twilight meant. Taking it out of the shelf, the Book of Disney was held by Twilight's magic and it was glowing.

"The Book of Disney summoned us?" Applejack asked.

"Our first visit must've left an effect on our cutie marks," Twilight explains. "I guess the book can call us at any time."

"Oh yeah!" Rainbow said, throwing a hoof pump in the air. "I'm ready for a new adventure!"

"I would love to come," Fluttershy said.

"Yippie!" Pinkie cheered. "Our new adventures have truly started! Fighting villains, driving speedboats, befriending heroes, rescuing folks and playing 'secret agent'!"

"Yes Pinkie, I'm ready for another one too," Twilight smiled. "It's good we're all together at the right moment."

"Not exactly, Twi," Applejack replied, rubbing her neck.

"What do you mean?" Twilight asked.

From behind Applejack, two foals, Apple Bloom and her new friend Tender Taps, suddenly appeared.

"Hello, every pony!" The little filly greeted, excitedly. "Hello, Spike!"

"Apple Bloom? Tender Taps?" Spike asked. "What are you doing here?"

"She asked if she could come with me," Applejack explained. "Of course, I said 'no' at first. But Granny insists I give her a chance. And I thought maybe she could have some fun with this."

Twilight acknowledged the little filly, whom she knew very well.

"Are you sure you want to do this?" Twilight asked. "Applejack, hopefully, mentioned our fight against an evil queen that tried to kill us and our new friends, right?"

"Uh huh," Apple Bloom nodded.

"We don't even know what dangers we might encounter in there," Twilight advised. "We might not be able to come back home."

"Please, Twilight," Apple Bloom pleaded. "I want to see this new world too."

Twilight tried to resist, but Apple Bloom looked at her with those cute little puppy eyes, just like the very first day they met. Twilight just couldn't say 'no' to that.

"Fine," Twilight sighed.

"Yeah!" Apple Bloom cheered, jumping with joy.

"But on ONE condition: You have to stay with us at all times, especially with Applejack. Am I clear?"

"Yes, Twilight. I promise!"

"And you must be… Tender Taps?" Twilight asked the little colt.

"He's her new friend she met at a dance class," Apple Jack explained. "Tender Taps, I trust you know my friend, Twilight."

"Oh yes, of course, Your Majesty," Tender bowed.

"Just Twilight, if you please," Twilight said. "I suppose you want to come too?"

"If I may, Prin… I mean, Twilight. If you'd please."

"Are your parents okay with this?"

"Oh, don't worry. I told them everything and they trust all of you completely. After all, you saved Equestria a million times so there's no reason I wouldn't feel safe."

"Finally, some pony acknowledges our efforts," Rainbow said.

"Okay, then," Twilight nodded. "Welcome to the team, Tender."

Apple Bloom nudged Tender with a smile, who returned a smile. Twilight opened the book, recalling their first adventure.

"Hopefully we'll find a way to see Snow White and the rest again," Twilight said. "I promised when we came back here, we'd find a way to return."

Every pony, other than Apple Bloom and Tender Taps, nodded remembering their promise.

"Good thing we prepared backpacks with the basic necessities," Pinkie said. "Could be a long trip."

"Let's get this over with," Twilight said.

She turned the book to reach the next story, and together the Mane Six, along with Spike and the foals, read the title.

"Pinocchio?" Rainbow asked, confused. "What kind of name is that?

"I think we're about to find out," Twilight said, then turns to the foals. "I should warn you two: This process might feel funny at first. Better hang on to some pony."

Apple Bloom and Tender grabbed each of Applejack's legs, preparing for whatever is about to happen. Turning to the next page, Twilight began to read.

"_One night, a long time…"_

Twilight just began when she saw the page begin to fold back. She quickly caught the page with her magic.

"Whoops! Guess this page is a little stubborn than the others," Twilight giggled.

Twilight managed to force the page back with her magic.

"There."

Twilight soon cleared her throat and started over.

"_One night, a long time ago, there was a quaint little village._  
_It was a beautiful night. The stars were shining like diamonds high above the roofs of that sleepy old town. Pretty as a picture._  
_If you wandered along the crooked streets, you could see there wasn't a soul to be seen._  
_The only sign of life was a lighted window in the shop of a woodcarver named __Geppetto__."_

Before she could read farther, the portal opened once more. But this time, it didn't try to suck them in directly. Rather, it opened so they'd be free to enter at will. Apple Bloom and Tender Taps' eyes went wide with wonder. Twilight hesitated at first but knew it would be safe.

"Every pony ready?"

"Yeah!" Every pony cheered.

"Let's go!" Twilight shouted, jumping into the portal.

The others followed suit, one pony at a time.

"Let's hope for a _soft_ landing this time," Rarity hoped, jumping into the portal.

"Get on mah back, young'uns!" Applejack ordered.

Apple Bloom and Tender Taps climbed on the farm pony's back as she prepared to charge.

"Hang on tight!" Applejack called, running toward the portal.

The two foals screamed for their lives, in excitement rather than fear, as Applejack jumped in shouting:

"YEE-HAW!"

Soon the portal disappeared, the book closing once more showing only the cover. All was quiet, too ominously quiet. And then suddenly… Something happened. Now many of you remember the mysterious Crystal Mirror moved to Twilight's Castle in the library. This mirror was, of course, connected to a type of machinery that allowed Twilight to meet her Canterlot High friends whenever she wanted.

The machinery began to spark, more forming by the minute. Suddenly, the mirror's portal began to open, and a big yellow cloven hoof emerged followed by a sinister laugh. Will things turn out well for our Equestrian heroes? Well… Let's turn the page and find out.


	2. Woodcarver's Shop - Little Wooden Head

It was nighttime in the new world, the stars shone brightly over a sleepy cobblestone village at the bottom of the beautiful Alpine mountains. All was quiet until a spark formed in the night sky and the portal opened. Nine individuals emerged, landing roughly on the ground, grunting from the impact. They were none other than Twilight Sparkle and her friends.

"I was hoping for a soft landing," Rarity groaned, rubbing her head.

"Ow… We really need a plan if we're going to hit the ground this hard… Again," Rainbow moaned, rubbing her head.

"Are you two okay, Apple Bloom?" Applejack asked, but then looked around. "Apple Bloom? Tender Taps? Where are ya?"

She looked around until she found her. There Apple Bloom stood, looking at her surroundings. Her eyes filled with adorable wonder, the same as her friend sitting beside her.

"Ah can't believe it…" The little filly spoke. "Another world… Far from Equestria!"

Suddenly, she couldn't contain herself any longer and jumped around.

"WOO-HOO! Thank you so much, Applejack! How did it feel when you first arrived…?"

"Hush, sugar cube!" Applejack whispered, covering her sister's mouth. "There's people sleeping here. We don't want to wake them."

"Sorry," Apple Bloom whispered, smiling sheepishly.

Twilight, on the other hoof, admired the star-filled sky. Sparkles appeared before her eyes.

"Wow, Luna was right," Twilight spoke, to herself. "The night is beautiful no matter what world we're in."

Rainbow flew high in the sky, looking around.

"Wow, this is different from Snow White's world," Rainbow spoke, before landing. "Almost looks like home."

"So, um, where do we go?" Fluttershy asked. "I'd hate to sleep outside in the cold."

"The book mentioned a shop of a woodcarver named Geppetto," Twilight answered. "It's go to be the one house where light is still shining…"

"FOUND IT!" Pinkie interrupted, pointing ahead.

Twilight looked and sure enough the pink party planner was right. Not far from them, there stood a house where light shone from the windows. That had to be Geppetto's house.

So, what did Pinkie do? She hopped toward it.

"Pinkie!" Twilight called, quietly. "Wait!"

But the pink pony couldn't wait, hopping merrily toward the window. She peered through it and just looking at the interior, a big smile formed on her friends. Her friends approached her, looking inside.

"It sure looks comfy in there," Applejack said.

"Are we actually going inside a house of another world?" Apple Bloom asked, excitedly.

"Should we knock on the door, first?" Rainbow asked.

"We could try," Spike said.

"I don't know," Twilight said. "I don't want to scare whoever Geppetto is. We don't even know him."

"But we can't just stay outside in the cold," Pinkie said. "There's a nice fire burning inside."

"What do you think I should do, Pinkie?" Twilight asked, starting to panic. "You want me to knock on the door or pull on the bell and say, 'Hello, we're ponies from another world. Can we stay in your house?' The human won't believe what he's seeing. Or worse! He could go crazy or have a heart attack or go both crazy and have a heart attack at the same time…"

"He could take us prisoner and do terrible things to us!" Pinkie added.

The ponies were already flustered with Twilight's panic-mode, but the moment Pinkie spoke every pony faced her confused or scared.

"What? It could happen."

"Or… We can try the 'safe' method," Spike suggested. "It would look like we're breaking in someone's house, but we wouldn't be stealing or breaking stuff. Right?"

Spike does have a point, after all they're innocent creatures. Plus, looking in, it was a shame to see a nice cheerful fire like that go to waste. Once she calmed down, Twilight thought for a moment.

"Hmm… I do remember a spell that can make us small for us to enter. Yes, that 'could' work."

"Then, let's do it!" Rainbow insists.

"Ooooh… We'll be like cute little mice," Pinkie imagined.

"That sounds lovely," Fluttershy smiled.

"Alright, every pony," Twilight said. "Gather around."

As instructed, every pony gathered in a circle. Twilight's horn began to glow, and in a flash they became very tiny.

"Wow," Spike said, in a squeaky voice. "Everything's bigger!"

"Hee-hee, you sound funny," Pinkie squeaked.

"Me? Did you just hear yourself?"

Spike and Pinkie laughed, along with Rainbow Dash forgetting she had a squeaky voice too.

"Hey, even rainbow has one," Pinkie laughed. "HAHAHAHA!"

"Okay, it is really funny," Twilight squeaked. "Now come on, every pony. There's a small opening underneath the door. Follow me."

With Twilight at the lead, they all crawled under the door. As the ponies and little dragon entered the house, they looked around.

"Stay close, sugar cube," Applejack told Apple Bloom.

The little filly obeyed her big sister without hesitation. After all, in a place like this, you'd never know what to expect. A pony can't be too careful, you know.

"Alright," Twilight squeaked. "I think it's time to bring us back to normal size."

Every pony gathered once more, as Twilight's horn glows again. In a flash, they all assumed their normal size. None of them knew they were being watched… By something very tiny somewhere on the shelves. In the meantime, the ponies and dragon were looking around seeing no sign of danger. Then again, some ponies tend to overreact time to time, but mostly Twilight.

"Okay, looks safe to me," Twilight confirmed.

"Then let's get comfortable," Rainbow suggested.

Which is what they did, as the ponies and dragon explored the shop. Pinkie, Apple Bloom, Tender Taps and Fluttershy approached the fireplace to warm themselves.

"Watch your tails, kids," Pinkie warned. "Don't want them to burn."

As the ponies warmed themselves by the fire, they took another look around the house. Well, folks, you never saw such a place. Neither did our pony heroes or Spike. Little Apple Bloom and Tender were most excited to be here.

It sure was nice and cozy in here. The most fantastic clocks they ever laid their eyes on.

Cute little music boxes, each one a work of art.

Shelf after shelf of toys that Apple Bloom, Spike, and Tender could only dream of and all from another world.

Rarity, the most detail-oriented, admired the handiwork of the woodcarver.

"This is simply lovely," The fashionista said, studying a music box. "All carved out of wood."

"That Geppetto must be pretty talented," Pinkie said.

"This place is pretty nice," Applejack admits. "How bad can it be?"

"Did you see all those toys, big sis?" Apple Bloom asked.

"Yeah, ah saw them. But don't go taking one without permission."

"Yes, I know."

As Apple Bloom looked around, something caught her eye and she couldn't help but smile.

It was a puppet. It had black hair and wore a yellow shirt, red pants, white gloves, brown shoes, a big blue bow tie and yellow hat with a red feather. But something was missing. Sure, it had eyes and a nose, but no mouth or eyebrows. The little filly stood on her hind legs, placing her front hooves against the worktable to balance herself.

"Hey, A.J.," Apple Bloom called out, quietly. "Look at that!"

Her big sister looked around and saw it.

"That's a marionette. You know, a puppet with strings and joints."

"I know what it is, silly," Apple Bloom giggled. "I've just never seen one like this before. Ah think it looks cute."

Tender and Spike saw the puppet too. It didn't take long before the rest joined them as Spike climbed on a chair and onto the worktable for a closer look.

"Spike!" Twilight whispered, harshly. "What are you doing?"

"Don't worry, Twilight. I'm just taking a closer look."

"Oh my, that does look very nice," Rarity admired. "If I compare this puppet to those of Claude, I'd say it looks more 'alive'. A shame it doesn't have a mouth or eyebrows, then it'd look smashing."

"I think it's lovely," Fluttershy said.

Taking a closer look at the puppet, Spike gave three knocks on its head.

"Good piece of wood too," Spike complimented.

Twilight rolled her eyes with a smile until…

"Well, now."

A voice from upstairs caused every pony to turn around in fright.

"Oh no!" Twilight gasped.

"What do we do, Twi?" Applejack asked.

"Quick, hide!" Twilight said.

Twilight lifted Spike with her magic, as Applejack grabbed her little sister and her friend.

"Stay with me, young'uns," Applejack instructed.

Twilight desperately searched for a place to hide till she saw something.

"Quick! Under the table!"

All, but Spike and Spike, hid beneath a table with a cloth. Spike and Pinkie tried to hide under it, but there wasn't enough room. Comically, Pinkie looked around till she saw something and it gave her an idea.

"Come along, dragon boy," Pinkie said, grabbing Spike.

In her usual Pinkie way, she climbed one of the toy-filled shelves and sat on an empty space.

"Pinkie, what are you…?" Spike asked, confused.

"Shh!" Pinkie hushed. "Just stay still and don't move."

Pinkie demonstrated by looking like a toy. There wasn't much time, so Spike did the same. Twilight saw everything, but there was no time to retrieve them. From the stairs, two individuals appeared. One was a cute little tuxedo kitten with more fur along the chest. The second, an elderly man with white hair, a moustache and glasses. He wore a light blue shirt, a red vest, black pants with grey stockings and brown shoes.

"It won't take much longer," The old man replied.

The cat responds with a 'meow'.

"Just a little more paint and he's all finished."

The ponies stayed perfectly still, whispering questions back and forth.

"Is that Geppetto?" Rarity asked.

"It's got to be him," Twilight nodded.

"He doesn't look dangerous," Fluttershy said.

Apple Bloom and Tender Taps couldn't help but at this strange new creature.

"Ah can't believe it," Apple Bloom said, quietly. "Ah'm looking at a creature from another world. What is that, Twilight?"

"It's not a 'what', but a 'who'," Twilight giggled softly. "He's called a 'human', some of the best friends I've met are human. Like Snow White."

The man, Geppetto, carried a cup of paint and a brush in his hands while approaching the puppet.

"I think he'll be alright. Don't you, Figaro?"

The kitten, Figaro, responds once again with a 'meow'.

Soon, Geppetto starts to sing a tune while painting eyebrows on the puppet. Pinkie and Spike watch closely, though Spike almost fell off the shelf before Pinkie quickly caught him. Geppetto swirled his brush in a cup of water next to a bowl with a goldfish inside and grabbed some other paint from another cup. Figaro tried to hit the brush playfully.

"Aw, isn't that a cute little kitty?" Pinkie asked.

"Shh!" Spike hushed. "Not so loud."

"Sorry."

Every pony watched Geppetto carefully paint a beautiful smile on the puppet's face.

"See?" The old woodcarver said. "That makes a big difference."

Figaro and the goldfish smiled at the woodcarver's masterpiece. Even the hidden ponies, and Spike, were impressed.

"Now, that looks absolutely smashing," Rarity complimented, quietly.

"That sure looks nice," Applejack agreed.

"Very nice," Apple Bloom added.

"That is very good," Pinkie replied, with a big smile. "Right, Spike?"

"Absolutely," Spike agreed.

"Very, very goo—"

Pinkie stopped when she faced the angry face of a cup shaped like the head of a king. Pinkie looked angrily at it, before facing the puppet.

"Oh well, you can't please every pony," Pinkie said to herself, returning an angry glare to the head.

Spike was confused by Pinkie's reaction but said nothing of it.

Meanwhile, Geppetto placed his brush on the table and admires his creation with pride.

"Now, I have just the name for you: Pinocchio!"

"So, Pinocchio is the name of the puppet?" Twilight asked.

"Pinocchio," Apple Bloom said, softly. "I like that name."

"Eh, could be better," Rainbow shrugged.

"Oh, come now, Rainbow," Rarity argued. "Not everything has to be your style."

"I think Pinocchio's a lovely name," Fluttershy replied.

"It's gorgeous," Rarity added.

"Do you like it, Figaro?" The old man asked the cat.

The little kitten thought for a moment, before shaking its head to Geppetto's disappointment.

"No? You do, don't you, Cleo?" He asked his goldfish.

Unfortunately, the fish gave the same reaction as Figaro.

"See?" Rainbow points out. "Even the cat and goldfish disagree."

"Oh, what do animals know of taste in names?" Rarity asked.

"Really?" Rainbow asked, an eyebrow raised.

Then the old man pointed toward the puppet.

"Well, we'll leave it to little wooden head. Do you like it?"

As a result, he pulled the string which made the puppet nod his head. Geppetto laughed at his own amusement.

"That settles it! Pinocchio it is!"

Every pony nodded in agreement, while Rainbow sighed.

"Alright, fine. I'll go with it."

"Come on, now, we'll try you out," Geppetto said, grabbing the puppet.

The old man approached the shelf Pinkie and Spike sat. They saw him coming and stood as still as possible. The woodcarver nearly passed by when he stopped, turning to the pink pony and dragon. For a moment, he took a very close look.

"Strange… I don't remember creating these."

The other ponies gasped, while Pinkie and Spike did their very best to stay still. Beads of sweat slowly poured from their heads, which they hoped Geppetto wouldn't notice. Geppetto took one good look and then…

"Oh well. Maybe I did build them and forgot about it. Sometimes that age of mine really gets to me."

The ponies sighed in relief as Geppetto approaches one of the music boxes.

"Now, then. Music, Professor!"

The old man pushed the button on a box with four people: A conductor, a thin man with a moustache playing a violin, a portly man with a moustache playing an accordion and a thinly man that held a sheet of music. The conductor readied the musicians and together they played beautiful music, while the man with the sheet music appeared to whistle. While Geppetto was busy, Pinkie and Spike stretched out.

"Phew," Pinkie sighed, silently. "That was close."

"That was kind of tense," Spike admitted.

Twilight saw everything and nearly had a heart attack.

"Okay, Twilight. They're alright, you can relax now."

One of the ponies almost said something when Geppetto's singing interrupted them. He was making the puppet move with the aid of the strings attached to it. Figaro, cutely, followed him while he sang.

"_Little wooden head go play your part_  
_Bring a little joy to every heart_  
_Little do you know and yet it's true_  
_That I'm mighty proud of you._  
_Little wooden feet and best of all_  
_Little wooden seat in case you fall."_

The kitten curiously moved closer to the puppet till Geppetto made it fall on its behind. Figaro quickly hid behind his owner's leg. He was about to hit the puppet but stopped.

"Oh-ho! How graceful!" Geppetto laughed.

"_My little wooden head."_

The ponies swayed their heads to the tune, while Spike took a closer look at the music box that was playing. He stared at the man that was whistling till he heard Geppetto coming closer. The dragon tried to act like a ballerina doing pirouettes, but the woodcarver was too busy with his puppet. Spike stopped acting and watched the puppet spinning around.

The goldfish, Cleo, was a little confused when the puppet approached her bowl, making silly faces in the process.

"Cleo, meet Pinocchio," Geppetto introduced, tipping the puppet's hat. "Say, 'How do you do?'"

Cleo, a bit flattered, swam in a tiny circle. Figaro was licking his paw while Geppetto introduced the puppet to him.

"Say hello to Figaro."

Geppetto made the puppet stroke the kitten, which Figaro enjoyed. Until Geppetto pulled a string to make the puppet kick the kitten's behind playfully.

"Oops! Oh-ho-ho! Up to mischief already."

"That wasn't very nice," Pinkie replied, yet giggled. "But that was still funny."

The kitten hits the puppet's shoe, making it hit its head and it got tangled. Geppetto fixed it in no time.

"You see what happens?" Geppetto asked.

Then he made the puppet land on all fours. The kitten, very watchful, walked backwards when the puppet crawled closer. On the last note, Figaro accidentally tripped from the staircase.

"Oh goodness," Fluttershy cried, quietly. "Is he alright?"

"Eh, he'll be fine," Rainbow shrugged.

The blue Pegasus was right. Figaro slowly peeked its head till Geppetto made the puppet say 'Boo!', frightening the little cat back.

"Ha-ha-ha!" Rainbow laughed.

"Shh!" The ponies hushed.

Geppetto laughed at his little joke, as he picks up the puppet treating it like his own child.

"Up we go! Ahh… You're a cute little fellow. And that smile? You know, I—"

As the old man rambled, Figaro meowed and rubbed against his leg, making his sock drop down. The cat meowed louder for attention. Geppetto pulled his sock to his leg again and lifted his kitten by the scruff.

"You rascal. Jealous, huh?"

"It sure looks that way," Spike said to himself.

Geppetto brought the kitten close to his puppet.

"You know, Pinocchio, I think Figaro is jealous of you."

Being a little whippersnapper, Figaro tries to hit Pinocchio again but fails. Geppetto placed both Pinocchio and Figaro on his worktable, stroking the kitten along its back to calm it down.

"Oh-ho, don't worry, Figaro. I sti—"

Before Geppetto could finish, a tiny bell sound. interrupted him.

"Uh-oh."

The ponies and dragon faced his direction and saw the clocks making noise at the stroke of nine, one-by-one. It was as if they made music together. There was one with two ducks diving and reappearing from a pony, another shaped like a sunflower with a bee coming out. A cuckoo had three hatchlings and another with a man trying to chop the head off a turkey to no avail. A hunter tried to shoot a bird with a popgun, but also fails. A drunken man appears from a window making funny noises, while a mother spanks her child for breaking a few jars of jam. All this went on as Geppetto reached in his pocket to check his watch.

"I wonder what time it is."

"Seriously?!" Rainbow asked. "That guy has a hundred clocks with the same time, and he asks, 'What time it is'?"

Rainbow made a bit of a point, but the other ponies just shrug. Geppetto's watch had two men clinking their glasses to each other. It showed the same time.

"It's getting late," Geppetto replied.

He placed his watch back in his pocket. Figaro began to yawn as Geppetto picked him up.

"Come, now. We go to bed."

The woodcarver begins to yawn, as he playfully touched the puppet's nose.

"Good night, Pinocchio. Little funny face."

The ponies began to yawn too, given how late it is.

"Maybe its best we get some sleep too," Twilight yawned.

"Under the table?" Rarity asked.

"Okay, we'll wait till they sleep," Twilight suggests. "We'll figure out what to do then."

"That was adorable," Fluttershy said. "It's like he treats Pinocchio as his son."

"I can't blame him," Twilight nodded. "He lives all alone and the only company he has are a cat and a goldfish."

"But surely a man like him must have a wife," Rarity inquires. "Don't you think?

"I don't know," Twilight replied.

Geppetto placed Figaro next to Cleo.

"Goodnight, Cleo," He replied. "My little water baby."

Geppetto stroked the goldfish along her back, then her belly which soothed her. Figaro was about to land on the ground when Geppetto stopped him.

"Figaro, you say good night too."

The kitten turned and frowned at the goldfish, but Cleo wanted him to give her a kiss. The kitten faced his owner.

"Go on," Geppetto ushered.

Against his will, Figaro licked the fishbowl and Cleo herself was very flattered. She happily swam in a little circle.

"Aw, that's so cute," Fluttershy said.

Rarity giggled at the scene, while Rainbow, on the other hoof, stuck out her tongue and placed a hoof in her mouth as Geppetto lifted Figaro again.

"Now go to sleep, my little mermaid. Good night."

Cleo then swam to her castle to sleep, beginning to snore.

"Here's the plan," Twilight instructs. "We wait till they get in bed, then we can make ourselves comfortable. Okay?"

"Okay," Every pony answered, in unison.


	3. The Fairy, the Puppet and the Cricket

A few minutes later, Geppetto and his pet were in bed while the ponies try to make themselves comfortable.

"Remember, guys," Twilight said. "Make sure they don't see you."

Every pony prepared their sleeping bags on the ground, tucking themselves in. Apple Bloom slept with her big sister, while Tender slept beside Fluttershy.

"Thanks for letting me come with you, big sis," The little filly said, sleepily.

"You're welcome, sugar cube," Applejack chuckled.

Meanwhile, Geppetto puffed his pipe before going to sleep while Figaro slept peacefully in his own bed, with a pillow, blanket, and everything.

"That cat sure lives in comfort," Rainbow said.

"Solid comfort," Spike replied, sleepily.

Geppetto took another look at his precious puppet, chuckling a little.

"Look at him, Figaro."

Figaro slowly woke up and eyed the puppet. The ponies, and Spike, heard and did the same.

"He almost looks alive," Geppetto replied.

"Told you so," Rarity said to her friends.

Figaro smiled at his owner and yawned. He was about to go back to sleep when Geppetto spoke further.

"Wouldn't it be nice if he was a real boy?"

"Aw, he even wants the puppet to be real," Fluttershy replied.

"These things are not so easy, Fluttershy," Twilight said.

Geppetto pondered about the idea, before he put his pipe away and extinguished the flame of his candle.

"Oh, well. Come on. We got to sleep."

The old man and Figaro tucked themselves in for the night, while the ponies did the same. Figaro slept peacefully till Geppetto spoke again.

"Ah, Figaro."

The kitten woke up, glaring at his owner. Needless to say, Rainbow wasn't amused for being woke up either.

"What does he want now?!" Rainbow asked, quietly.

"Rainbow don't be rude," Rarity said.

"I forgot to open the window," The woodcarver said, pointing to the window.

Figaro pushed his sheets away and climbed out of his bed, jumping on his owner's.

"That cat may be tired as I am," Rainbow observed. "But he sure has a lot of energy."

"He sure is very nice to do those things for his owner," Fluttershy noted.

"I wish my Opal was like that," Rarity sighed, envious.

Figaro hopped toward the windowsill, opening the window with his tiny paws. The light from the stars peered into the room as the ponies made sure they weren't seen. The kitten pushed the window further till he hung on the window itself.

"Oh my!" Fluttershy gasped, fearing what would happen.

Fortunately, the little cat used its hind legs to grab the windowsill, using his front legs to get closer till he was safe.

"That's one tough kitten," Rainbow said.

"A smart one, too," Applejack added.

Suddenly, the ponies shook a little when Geppetto was pointing to something.

"Oh, Figaro! Look, look! The wishing star!"

When Twilight heard, she immediately looked out the window. She remembered exactly what Luna said about that star, as it shone brightly on the night sky.

"There's a wishing star here too?" She asked.

"What's a wishing star?" Apple Bloom asked, curiously.

"Princess Luna mentioned this star," The unicorn/alicorn explained. "And how it changed her life."

Soon all the ponies, Spike included, were looking out the window while Geppetto held his hands together.

"Star light, star bright, first star I see tonight," The woodcarver prayed. "I wish I may, I wish I might… Have the wish I make tonight."

Figaro was yawning when Geppetto interrupted him.

"Figaro, you know what I wished?"

Figaro shook his head in response. The ponies pricked up their ears and listened very carefully.

"I wished that my little Pinocchio might be a real boy," Geppetto said.

"Aww," Every pony sighed.

Geppetto tucked himself in, as Figaro hopped on his bed.

"Wouldn't that be nice? Just think! A real boy!"

Geppetto stroked Figaro on his back, which he enjoyed very much.

"Aw, isn't that sweet?" Rarity asked.

"A very lovely thought," Twilight nodded. "But not at all practical."

"Sometimes you just have to believe in things, Twilight," Pinkie said, yawning. "No matter how impossible they are. I mean a puppet becoming a real boy… Now that would be super-duper fun!"

Twilight thought for a moment as her friend went back to sleep. She watched Geppetto stroke his cat till he couldn't stay away.

"A real… Boy…"

Instead of returning to his own bed, Figaro decided to sleep with his owner. He crawled under the covers and made himself comfortable.

"Well," Rarity yawned. "Good night, every pony."

Every pony wished each other 'good night' before going to sleep.

"Applejack?" Apple Bloom asked.

"Hmm?" Applejack opened one eye.

"Do you think the star can make 'every' wish come true? Like maybe… Bringing our parents back?"

Applejack hadn't thought of that before. While she'd want to see her folks back, even for just a day, she wasn't sure if that was possible.

"I don't know, sugar cube," Applejack confessed. "We'll talk about it, tomorrow. Now, go to sleep. Tomorrow's gonna be a long day."

Apple Bloom yawned, before falling back asleep. Applejack couldn't help but smile stroking her sister's head before sleep took over. Soon, every pony was asleep except for Twilight. She looked toward the window again, thinking about the star.

"I just… Have to believe… Believe…" Twilight spoke to herself.

Eventually Twilight decided to sleep on it, as the star shone in the room.

* * *

A half an hour went by when suddenly Spike's eyes slowly opened. He couldn't sleep with the clocks ticking and all the pendulums swinging at once. He tried to close his eyes deeply till a loud ticking noise woke him up.

A clock shaped like an owl ticked, swinging its eyes left to right. Spike did the same with his eyes. Two other clock's pendulums swayed side-to-side, Spike doing the same with his eyes. Two other clocks' pendulums swayed randomly, Spike doing the same till he got dizzy. As he shook his head, it was clear Spike was not amused. Another sound drew his attention, he searched till he saw it was an hourglass dropping sand, piece by piece.

Frustrated, Spike drew the blanket over his head to shield himself from the noise. But it only gets worse when loud snoring was heard. He peeked the blankets down and saw Geppetto making funny noises while blowing his hair. Even Cleo, Rainbow and all the other ponies snored louder… And louder… And louder…

That did it. Spike gritted his teeth, inhaled some air through his nose…

"QUIET!" He yelled, before covering his mouth.

Not only because he was too loud, but Spike had the feeling another voice yelled along with him. He looked around and because of that yell everything was very quiet. Even the clocks stopped ticking, just the way he wanted.

"No offense, but… Enough is enough."

He was about to go back to sleep, when a strange light came from nowhere. Spike opened his eyes again, saw his shadow on the wall, and looked around.

"Now what's up?"

Applejack slowly opened her eyes.

"Spike turn the light off please. I'm trying to sleep."

"It wasn't me."

Soon Twilight slowly opened her eyes.

"What's going on?"

"Something strange is going on, Twilight," Spike said. "Look!"

Twilight faced the window and saw a small ball of lighting merging toward the window, filling the room with light. The brightness stirred the group awake and they saw the light.

"What's that bright light?" Fluttershy asked, sleepily.

"Every pony, quick!" Twilight instructed. "Under the table!"

Twilight, Applejack and Spike led the exhausted group under the table.

"What's going on here?" Rainbow asked. "What is that?"

"Shh!" Twilight hushed.

Apple Bloom and Tender Taps stayed hidden under Applejack. Suddenly, the ball of light took form. Not into something hideous and dangerous, but something… Beautiful. It looked like a woman, with transparent wings on her back. She had blonde hair and a glittery blue dress. She also carried what looks like a wand. The ponies were completely in awe at the sight.

"Wow," Tender whispered. "What is that?"

"It doesn't look like a human," Spike said. "Least not 'exactly'."

"It's beautiful," Apple Bloom replied.

"It looks like… A fairy," Fluttershy said.

The strange creature beckoned toward the bed, speaking with a lovely voice to the sleeping Geppetto.

"Good Geppetto, you have given so much happiness to others. You deserve to have your wish come true."

"So, she came from that star?" Rainbow asked.

"Maybe… Or she 'is' the star," Twilight thought.

"Then it's true," Fluttershy smiled. "Geppetto always has been a selfless, good man."

"And his wish will be fulfilled," Rarity concluded.

The female creature saw the puppet, and lightly tapped it with her wand.

"Little puppet made of pine, wake. The gift of life is thine."

The puppet begins to glow till it stopped and to every pony's surprise, the eyes began to open and close. The puppet stirred while rubbing his eyes.

"My goodness!" Rarity lightly gasped.

"Well, I'll be," Applejack said, wide-eyed.

Pinkie said no words, but a big smile formed on her face.

"That is so awesome!" Rainbow said quietly.

"Amazing!" Apple Bloom said, in awe.

"Whew!" Spike sighed. "What magic can't do these days."

Twilight was most impressed of all, seeing the puppet stir to life.

"Can it truly be?" She asked herself.

The puppet looked around in wonder, eventually facing its hands. He waved them and another surprise came to the ponies.

"I can move!"

The puppet quickly covered his mouth, surprised by his own voice.

"I can talk!"

The female creature giggled, while the others were wide-eyed.

"It 'can' talk," Tender said, softly.

Soon the puppet stood on its own two feet.

"I can walk!"

But the puppet stumbled and fell on his behind, smiling at the person who brought him to life.

"Yes, Pinocchio," The creature said. "I've given you 'life'."

"Why?" Pinocchio asked.

"Because tonight, Geppetto wished for a real boy."

"Am I a real boy?"

The ponies peeked from under the table, drawing closer for a better look. Apple Bloom tried her best to keep her excitement under control as she listened.

"No, Pinocchio," The creature answered. "To make Geppetto's wish come true will be entirely up to you."

"Up to him?" Rainbow asked Twilight.

"Up to me?" Pinocchio asked.

"Prove yourself brave, truthful and unselfish, and someday you will be a real boy," The creature said.

"A real boy!" Pinocchio said, excitedly.

"Aw, isn't that nice?" Fluttershy asked.

"That won't be easy," Applejack replied. "Believe me."

"You must learn to choose between right and wrong," The creature spoke further.

"Right and wrong?" Pinocchio asked, looking at his hands. "But how will I know?"

"Pfft… That's easy," Rainbow replied. "Always choose 'right'."

"But he doesn't know that," Twilight said. "Pinocchio is a child that needs to learn. He'll need some pony to guide him. Like a… Like a…"

"Your conscience will tell you," The creature said.

"That's it," Twilight whispered. "A conscience."

"What are conscience?" Pinocchio asked.

"What are conscience?!" Twilight asked. "He doesn't know that?!"

Finally, Twilight could take no more of this and approached the creature and Pinocchio before the others could say anything.

"Allow me to explain!" Twilight called out.

Pinocchio and the female creature turned around, surprised by the appearance of the smart pony and her companions.

"A conscience is…"

"I'll tell ya!"

A voice interrupted Twilight Sparkle, who looks up and, with surprise, saw something small coming down toward them. It was a cricket with raggedy clothes and an umbrella. She didn't know what to say, as her eyes went wide. Pinocchio smiled when he saw the cricket, who grabbed a box with matches to stand on.

"A conscience is that still small voice that people won't listen to," The cricket said. "That's just the trouble with the world today, you see?"

"AAAAAHHHHHH!"

Before the Cricket could continue, he turned toward the screaming Rarity, who tried to step on the cricket.

"A BUG!"

"Uh-oh!" The cricket said, wide-eyed.

The cricket dodged Rarity's hoof before it hit the ground.

"Ew! Go away!" The fashionista screamed.

"Whoa! Easy, miss!" The cricket called out. "I didn't mean any harm! Watch it!"

Pinocchio looks at the scenery with amusement, while the female creature didn't know what to say. Just as Rarity was about to strike again, while the Cricket shielded himself, a pair of yellow hooves picked him up.

"Rarity, stop!" Fluttershy said. "It's just a cricket, he doesn't mean any harm."

The cricket lowered his arms till his eyes were locked to his savior.

"I'm so sorry, Mr. Cricket. Are you okay?

"Phew!" The cricket sighed, dusting himself. "That's quite alright, milady. Sometimes I wish I were just as big as all of you."

"I didn't know there are crickets that could talk. This is so amazing. My name is Fluttershy."

"Well, pleased to meet you dear. But, uh… Who are you and what are you doing here? It's not polite to invade someone's house, you know?"

"It's a bit of a long story, we can explain later if you want to," Twilight Sparkle spoke up. "My name is Twilight Sparkle, the Princess of Friendship. These are my friends Rainbow Dash, Applejack, Pinkie Pie, Spike and well you've already met Rarity and Fluttershy. And this is Apple Bloom, Applejack's little sister, and her friend Tender Taps."

"Wow, a talking cricket," Apple Bloom said, examining the cricket closely.

"Well, you seem like friendly folks… Ponies in your case," The cricket replied, observing the new visitors closely. "Very strange ponies too. You're probably not from here."

"Are you from somewhere else?" The female creature asked.

"Yes, ma'am," Twilight answered. "We are residents from Ponyvillie. Equestria to be exact."

"Equestria? Ponyville?" The cricked asked. "Sounds like a land straight from a fairy tale."

"Trust me, we are very real," Spike said. "I'm a dragon by the way."

"A real dragon?" The cricket asked.

"But don't worry, I'm not a 'bad' dragon."

"Well, good to know."

"We went inside a book that brought us here," Twilight explained. "We had this experience before."

"I see," The creature nodded.

Then, something tucked her dress and the fairy looked down. It was the sweet little filly with the bow.

"Excuse me, ma'am," The filly asked. "Are you a fairy?"

"Why yes, Apple Bloom," The fairy nodded. "I'm the Blue Fairy. I came from the wishing star to make people's wishes come true."

"Wow!" Apple Bloom said, her eyes widen.

Twilight faced the reanimated puppet, who hadn't said a word since the ponies and cricket came to view.

"Hello, Pinocchio. I'm sure you heard our names, so no introductions are in order. I suppose this is probably strange for you to see magical talking ponies."

"It's okay, Miss Twilight," Pinocchio said. "Are you my conscience?"

"Me? Well… Not exactly, but I can help you if you want. My friends can help too."

"That would be nice."

"Now, as I said, Pinocchio…" The cricket began.

"Are you my conscience?" The puppet interrupted.

"Who, me?" The cricket asked, pointing to himself.

The fairy giggled lightly and leaned toward the cricket, who faced her.

"Would you like to be Pinocchio's conscience?" She asked, batting her eye lashes.

The cricket was very flustered because of the fairy's beauty, as he tucked his scarf.

"Well, w—Uh, I—I—Uh—Ohh… Uh-huh."

"Hmm… Sounds like someone has light feet," Rarity teased.

The cricket's face was red as a tomato.

"Very well," The fairy giggled. "What is your name?"

"Oh yeah, we were so busy with everything we forgot to ask," Pinkie realized.

"Uh, oh, uh, Cricket's the name," The cricket tipped his hat, bowing to the fairy and ponies. "Jiminy Cricket."

"And do you want to help Pinocchio?" The fairy asked the ponies.

The ponies faced each other with a smile.

"We'd love to," Twilight answered.

"Yippie!" Pinkie cheered. "We have a puppet as our new friend!"

The fairy chuckled at the pink pony's funny behavior.

"It's a pleasure to meet you, Mr. Cricket," Rarity spoke. "Sorry I tried to step on you. I've had bad days with bugs."

"That's okay, Miss… Rarity, right?" Jiminy asked.

"Mm-hmm," Rarity nodded, looking at his ragged clothes. "Pardon me for saying this, but your choice of attire is a little, ahem… Out of style."

"I know, they're terrible. I lived as long as I can remember in one house to another trying to survive."

"That's so sad. Maybe I can fashion something that suits you."

"That's very nice of you, Miss, but I don't wish to take advantage of your generosity."

"Nonsense, darling. My generosity is what I live for."

"Or maybe you won't have to," The Blue Fairy replied, with a wink.

"Huh?" Rarity asked, confused.

"Kneel, Mr. Cricket," The fairy instructed Jiminy.

"Huh?" The Cricket said.

But without further questions, the cricket kneeled.

"No tricks now."

The Blue Fairy raised her wand, lightly tapping the cricket.

"I dub you Pinocchio's conscience, lord high keeper of the knowledge of right and wrong, counsellor in moments of temptation and guide along the straight and narrow path."

When the glow fades, every pony saw that Jiminy's ragged clothes transformed into fine attire. A look that immediately drew Rarity's attention.

"Arise, Sir Jiminy Cricket," The fairy said.

The Cricket examines his new fancy clothes with joy. Even the crook handle of his umbrella shined, like it was made of gold.

"Well! Oh-ho-ho! My, my! Mmm… Say, that's pretty swell."

"You look absolutely smashing, Mr. Cricket," Rarity said.

"There will be some lady crickets who'd like to date you now," Pinkie added.

"Wow," Spiked said to himself. "Wish I had clothes like that to impress Rarity."

"Gee… Thanks," Jiminy said. "But, uh, don't I get a badge or something?"

"For what?" Applejack asked.

"To make it official," Jiminy answered.

"Well, we'll see," The fairy said.

"You mean maybe I will?" Jiminy asked.

"I shouldn't wonder."

"Make it a gold one?"

"Maybe," The fairy nodded, facing the ponies and dragon. "What about all of you? Do you have wishes?"

"I kind of have one," Apple Bloom spoke. You see… Me, my brother and sister lost our parents a long time ago… I was wondering if there's a chance to bring them back?"

"Dear little Apple Bloom, there are lots of things I can do," The fairy explained. "But there are some wishes even I'm not certain I can grant."

Apple Bloom lowered her head sadly.

"But…"

Apple Bloom raised her head, as the fairy continues.

"There is a chance you can see them in a certain way, at least to make you feel 'closer' to them."

"Really?" Apple Bloom asked, smiling.

"I promise. In the meantime, will you be one of Pinocchio's best friends along with the rest?"

"Ah will, Miss Fairy," Apple Bloom nodded. "We'll be the best friends ever!

The fairy chuckled at her cuteness before facing the other ponies, who were thinking.

"Anyone else?"

"Well, we never really thought about it before," Twilight admits.

"If you need time to think about it, remember to wish upon the big shining star," The fairy instructed. "You can't miss it."

"Thank you," Twilight bowed.

"Very well then."

The fairy brought her attention to Pinocchio.

"Now, remember Pinocchio, be a good boy and always let your conscience be your guide."

And in a flash of light, the blue fairy disappeared.

"Goodbye," Every pony said in unison.

"Goodbye, milady," Jiminy tipped his hat.

"Goodbye!" Pinocchio waved.

"Wow, we can wish for whatever we want just by looking at a star?" Spike asked.

"Looks that way," Twilight nods.

"Oh yeah, I know what I'd want," Rainbow said, enthusiastically. "I can wish to be part of the Wonderbolts!"

"Rainbow, aren't you already a member?" Applejack asked.

Rainbow stood wide-eyed in silence; you could hear a trombone in the background.

"Oh… I forgot about that," Rainbow said, embarrassed "But… Maybe I can wish for something else."

"Like what?" Pinkie asked, curiously.

"Well… I haven't thought about that. But I know it'll be awesome!"

"I don't think you should tell your own wishes to other ponies," Applejack advised. "Or else it won't come true."

"She has a point," Twilight agreed.

Pinocchio stood on his feet and approached the ponies.

"Are you truly from somewhere far away?"

"We sure are, sugar cube," Applejack nodded.

Apple Bloom and Tender Taps had climbed on the worktable till she was close enough to the puppet.

"Hi, Pinocchio," Apple Bloom greeted, with a hoof. "Ah'm Apple Bloom, and this is Tender Taps."

"Pleased to meet you," Tender Taps offered a hoof.

"Nice to meet you," Pinocchio answered, shaking their hoofs.

"Ah can't believe it," Apple Bloom said, excitedly. "We're friends with a living puppet from another world."

"I'm pretty surprised about all of this too," Tender admits.

The other ponies smiled at the three getting along. Then Applejack looked for the tiny cricket they met.

"Say, where's the little fella?" The cowgirl asked.

Twilight spotted the little fella admiring his reflection on a bottle. He hummed a little tune while checking out his new look.

"Not bad, says I," The cricket said.

Soon he saw the reflections of the ponies, dragon and, of course, the puppet.

"Checking yourself out, pretty bug?" Applejack teased.

"Oh, yeah. Ho-ho-ho. Almost forgot about all of you. Well, well. A group of talking ponies and a dragon from another world, and a puppet brought to life by a fairy. That's something that don't happen every night."

"You'll get used to it," Applejack assured.

"Ha-ha, I just might," Jiminy said.

Soon the Cricket cleared his throat before giving his full attention to the puppet.

"Well, Pinoke. Maybe you and I had better have a little heart-to-heart talk."

"Why?" Pinocchio asked.

"You want to be a real boy, don't you?" Applejack asked.

"Uh-huh!" Pinocchio nodded.

"Alright," The cricket nodded, before facing the two foals and dragon. "You know, maybe it's best you join in the conversation. Some advice won't hurt, you know."

"Alright, Mr. Cricket," Apple Bloom said.

"Call me Jiminy, if you please," The cricket smiled. "Sit down, kids."

Spike, along the foals, sat upon their haunches. Pinocchio sat down with one hard thud, as all the other sat down.

"I wonder how our little friend will do on his first night as a conscience," Rainbow said. "This'll be interesting."

"Now, you see, the world is full of temptations," Jiminy explained.

"Temptations?" Pinocchio and Apple Bloom asked.

"Not 'that' kind of temptation, silly," Pinkie butted in.

"If I may, Pinkie?" Jiminy asked, clearing his throat. "Yep. Like I said: Temptations. They're the wrong things that seem right at the time. But, uh, even though the right things may seem wrong sometimes, uh, sometimes the, the wrong things may be right at the wrong time. Or, uh, visa versa."

Jiminy tried to explain the subject as best as possible, though the ponies, dragon and puppet were clearly confused. Twilight, the most confused, at least knew what the cricket meant.

"Uh, does any pony understand that?" Rainbow asked.

"He's saying not everything in the world is as it seems," Twilight explained. "You see, there are two kinds of beings: The good and the bad. The bad ones try to be nice like the good ones in an attempt to trick folks. When you meet that kind of being, it could end pretty badly. You must learn to watch out for strangers, like that time the Queen tricked Snow White."

"Uh, yeah," Jiminy nodded. "Although, I never heard of someone named Snow White before."

"We'll explain later," Twilight assured.

Jiminy chuckled nervously while finishing his explanation about temptations, clearing his throat.

"Understand?" He asked the kids.

"Ah think ah understand," Apple Bloom said.

Tender and Spike nod in agreement.

"And you, Pinocchio?" Twilight asked. "Do you understand?"

The puppet opened his mouth. Everybody thought he'd say 'yes', till he shook his head.

"Uh-uh."

The answer was different than what they thought, every pony except Jiminy and Rainbow faced the ground in defeat. The latter slapped their hoof/hand to their face.

"But I'm gonna do right!" Pinocchio added.

When they heard the last part, hope seem to shine in their hearts as they smiled toward the puppet.

"Now, that's the kind of talk ah wanna hear," Applejack said.

"If you always do the right thing, you'll be a real boy in no time," Rainbow said, placing her arm around Pinocchio.

"Really?" Pinocchio asked.

"Absolutely, darling," Rarity nodded. "We believe you can do it."

"We're gonna do the right thing too," Apple Bloom stepped in. "Just like when we help ponies find their cutie marks."

"Cutie marks?" Pinocchio asked.

"I'll explain later," Apple Bloom said.

"Atta boy, Pinoke, and we're going to help you, especially me," Jiminy said, hopping on Pinocchio's shoes. "And anytime you need me, you know, just whistle… Like this."

Jiminy whistled to give a demonstration.

"Like this?" Pinocchio asked.

He tried to whistle as well but seemed to only blow air instead.

"No, no. Try it again, Pinoke."

"It's very easy," Pinkie said, whistling.

"Like this?"

The puppet tried again with the same result.

"Hmm… Maybe it's not easy for a puppet," Pinkie pondered.

"No, son," Jiminy said. "Now, listen."

Jiminy whistled three times

as everyone urged Pinocchio on.

"Come on, Pinoke," Spike said. "You can do it."

Pinocchio tried again. The first two tries failed, but the third was a success.

"Alright!" Rainbow shouted.

"Yippie!" Pinkie cheered.

"That's it!" Jiminy said. "Come on, now, let's sing it!"

"Oooh! I feel a song coming on!" Pinkie said, excitedly.

Sure enough, the cricket began to dance and sing.

"_When you get in trouble and you don't know right from wrong_  
_Give a little whistle! Give a little whistle!"_

He took his hat at one point, whistled inside and closed the hat with his hand. Ending the first verse, he opens his hat and to the ponies amazement it whistled back.

"_When you meet temptation and the urge is very strong_  
_Give a little whistle! Give a little whistle!"_

Pinocchio and Applejack did the same with their hands. Applejack whistled perfectly, but Pinocchio blew air. When they opened their hats, Applejack's whistle came out to her surprise. But Pinocchio's… It failed. They both look in their hats confused, shaking them a little.

"_Not just a little squeak, pucker up and blow,"_

Jiminy blows inside some kind of bottle.

"_And when your whistle's weak, yell,"_

"Jiminy Cricket?" Pinocchio, Apple Bloom and Tender asked.

"Right! _Take the straight and narrow path and if you start to slide_  
_Give a little whistle! Give a little whistle!"_

Jiminy slid on the violin strings for effect.

"_And always let your conscience be your guide."_

Suddenly, the violin string snapped and hit Jiminy. He marched forward, using his umbrella like a trumpet. He looked inside a pipe and made funny noises. He let himself fall backwards on purpose, to the shock of the ponies and dragon. Fortunately, he landed on a saw and used it like a trampoline to their relief. With one last jump, he lands by a cuckoo clock. He tapped his shoes, something Tender liked, then changed the long minute hand to 'Half-past Ten' and gave a few knocks on one of two doors. Out appeared a man, woman, cow and young girl ringing bells. Jiminy danced in front as if leading a parade.

"_Take the straight and narrow path and if you start to slide_  
_Give a little whistle!_ Yoo-hoo! _Give a little whistle!_ Whoo-hoo!"

At that moment, the cricket tips his hat to the beautiful girl and when he saw her look at him, he followed her.

"_And always let your conscience be your guide."_

The door closed and hit Jiminy comically. Every pony else began to sing along.

"_Always let your conscience be your guide."_

"One more time!" Pinkie yelled.

Pinocchio sang the last verse, while dancing and wiggling his finger.

"_And always let your conscience be your guide."_

But the puppet did see where he was walking, stumbling onto a few pots. Apple Bloom saw and rushed to help.

"I got ya!" Apple Bloom shouts.

"Uh-oh!" Twilight gasped. "Look out!"

"Look out, Pinoke!" Jiminy yelled.

But it was too late, as both the puppet and filly fall to the ground dropping items from the worktable. All the noise woke Geppetto and Figaro. Even Cleo was surprised. Twilight's eyes went wide when she saw them.

"Oh no! Quick, hide!"

They all began to hide, while Jiminy ducked behind some books.

"Who is there?" Geppetto asked.

"It's me!" Pinocchio called out.

"And me!" Apple Bloom added, beside the puppet.

Rainbow, who hid on the ceiling, slaps her head with her hoof.

"Oh, it's me," Geppetto yawned.

The old man was about to go to sleep, but quickly woke up.

"Huh?"

He looked around, hushing his cat.

"Shh, Figaro. There's somebody in here."

Figaro quickly jumped behind a pillow.

"Are you okay, Pinocchio?" Apple Bloom asked.

"I think so," Pinocchio said.

Jiminy peered behind the books, watching the old man light his candle and grab a very strange weapon unknown to the ponies: A flintlock gun.

"What's that thing in his hand?" Spike asked.

"I don't know," Twilight said. "But I don't think it shoots confetti."

"Oh no," Fluttershy shudders. "Now he's definitely going to look for us."

"Shh," Twilight hushed. "As long as we're quiet and not seen, we'll be okay."

Slowly, Geppetto looks around for the intruders, his cat joins in the search. The old man shivered in fear slowly walking through the shop. Suddenly, Figaro gave a scared 'meow' making the old man jump. He turned to his cat, hushing him again.

"Shh! Be careful now, Figaro. He might spring out on us at any time."

Geppetto looks around while the little kitten tried to stay close to his owner, walking between his legs. The next few steps brought them toward the worktable, very close to Pinocchio and Apple Bloom. The old man and the kitten didn't even notice them.

"He can't see us," Apple Bloom whispered, smiling.

Jiminy tried to hold his laugh as the old man looked around.

"He's in here somewhere," Geppetto said.

Then Pinocchio tapped Figaro with one finger.

"Here we are!"

The kitten jumped in fright and Geppetto accidentally fired his gun in the air. The shot almost hit Jiminy and Spike on the shelves and almost hit Rainbow by the ceiling.

"WHOA!" She yelled, dodging the blast.

The shot caused all the clocks to shake and make noise. After a few seconds, the clocks ceased. Geppetto sat on the ground, looking around. His nightcap moved slightly, revealing Figaro hiding underneath it. Then they saw Apple Bloom and Pinocchio on the ground.

The kitten approached them with a small 'meow', as Geppetto picked them up.

"Oh… Pinocchio," The woodcarver sighed, before seeing the filly. "And what's this? One of the toys?"

He placed his candle on the worktable, placing the puppet and filly on the table.

"How did you get down here?"

"We fell down," Pinocchio answered.

"Oh, you did."

Geppetto was adjusting the puppet's hat and bow tie, along with Apple Bloom's bow, when he backed away in surprise.

"Oh! You're talking!"

"Uh-huh!" Pinocchio nodded.

"Me too," Apple Bloom added.

"What?! N-N-N-No!" Geppetto panicked.

"Yes, and I can move too!" Pinocchio said, demonstrating.

"No, n-no, you, you can't—I-I'm dreaming in my sleep!"

In his panic, Geppetto almost stepped on Figaro, who tried to dodge his master's feet. Apple Bloom and Pinocchio just watched.

"W-W-Wake me up! Wake me up!"

Geppetto quickly grabbed a jug of water, dumping it all over till he was completely wet. Figaro accidentally got soaked too. Geppetto shook his head and rubbed his face to ensure he's awake.

"Now we see who is dreaming," Geppetto said, approaching the puppet and filly again.

Figaro dried himself, while his master eyed the two figures.

"Go on. Say something."

Pinocchio and Apple Bloom couldn't help but smile at his reaction.

"You're funny, mister," Apple Bloom said.

"Yeah, do it again!" Pinocchio said.

Geppetto was taken by surprise once more.

"You DO talk!"

"They're not the only ones," A voice said.

Geppetto turned to the source of the voice and rubbed his eyes in disbelief. The voice came from Twilight Sparkle, who revealed herself to him. One-by-one, the other ponies and dragon emerged from their hiding spots.

"Am I seeing things?" The woodcarver asked.

"No, you're not," Twilight replied, shaking her head. "We're as real as the clocks on your wall. We're not toys, we're ponies from Equestria."

"These are my friends Twilight Sparkle, Spike, Rainbow Dash, Fluttershy, Applejack, Pinkie Pie, Rarity, Tender Taps and Apple Bloom," Pinocchio introduced.

"You don't have to be afraid," Applejack said. "We come in peace."

Geppetto couldn't help but stare at the talking equines.

"This is unbelievable."

"We're sorry we entered your house uninvited," Fluttershy said, shyly. "I hope you can forgive us… If you want too."

"It's quite alright, my dear," The woodcarver said. "My name is Geppetto and welcome to my house."

"Pleased to meet you, Mr. Geppetto," Rarity bowed.

"It's still surprising," Geppetto spoke, scratching his head. "Talking ponies in my own house."

"You'll be more surprised when we tell you this," Pinkie added. "Pinocchio is truly alive."

"Pinocchio? Alive?"

"Yes, the Blue Fairy came—" Pinocchio explained.

"The Blue Fairy?" Geppetto asked, surprised.

"Uh-huh, and they came to help me."

"They are?"

We sure are," Applejack nodded.

"And I got a conscience," Pinocchio added, demonstrating how small his conscience is.

"A conscience?!" Geppetto gasped.

Jiminy pointed to himself with pride while Pinocchio explains.

"And someday, I'm gonna be a real boy!"

The moment Geppetto heard this, he jumped in excitement lifting his son in his arms.

"A real boy! It's my wish. It's come true!"

"You must be very happy," Rarity said.

"Oh, I am! I am! Figaro, look!"

The little kitten himself stood on its hind legs happily.

"He—He's alive. He can talk! And talking ponies in our house! Let's say hello to Figaro."

"Hello to Figaro," Pinocchio said.

Geppetto knelt the puppet close to his kitten, while Apple Bloom hopped from the worktable and approached Figaro.

"Hello, Figaro."

The two reached to touch the kitten, who was careful at first. But then Figaro allowed the hand and hoof to stroke his back. The other ponies approached the kitten, while Spike began to stroke him too.

"Aww!" Pinkie replied, scratching behind Figaro's ears. "Aren't you the cutest kitten I've ever seen?"

"You're simply adorable," Rarity added, stroking Figaro.

Figaro loved the attention until one goldfish hopped out of the water causing everyone to turn.

"Oh! Oh, Cleo, I almost forgot," Geppetto said.

Figaro was rubbing against the legs of Pinocchio and the others. But when Geppetto pulled Pinocchio up to introduce him to Cleo, Figaro fell on the floor.

"Look! It's Pinocchio, and a few new guests! She's my little water baby. Isn't she cute?"

Pinocchio stroked the goldfish with a finger on her back.

"Yeah, cute."

Every pony else gathered around the fishbowl.

"She sure is," Tender said.

Suddenly, Cleo jumped out the water to rub against the cheeks of the females. They couldn't help but smile.

"Oh, isn't that sweet?" Rarity said.

"She's lovely," Fluttershy added.

Cleo jumped out again to plant a kiss to Pinocchio, Tender, Figaro and Spike.

"Ew! I kissed a fish!" Spike yelled, wiping his mouth his arm.

He and Figaro spat on the floor, while every pony laughed.

"Ha-ha-ha! This calls for a celebration!" Geppetto declared.

"Yippee! A party!" Pinkie cheered.

"Music!"

Geppetto started pushing the buttons of several music boxes.

"You start one, Pinocchio."

Pinocchio pushed a button from a music box, smiling.

"You can start a few, everyone," Geppetto said to the ponies.

All the ponies, and Spike, picked a music box of their choice till the entire house filled with sweet music. Figaro and Cleo began to enjoy this, as Geppetto and Pinocchio began to dance and sing with the ponies.

"Tralalalalala...!" Geppetto sang.

Figaro and Spike watched a few music boxes. One had an angel playing the trumpet, the other had a conductor bird with three singing birds. They were enjoying it till three smaller birds made shrilling high notes making them pluck their ears.

Jiminy enjoyed himself, as he approached a music box with two aristocratic dancers.

"Oh, boy. A party!"

Jiminy tapped the male dancer with his umbrella.

"Mind if I cut in?"

When the two dancers released each other, Jiminy took the chance to dance with the female dancer.

"How about sitting out the next one, babe, huh?" Jiminy asked, treating the dancer like a real person.

Just then, poor Jiminy got stuck between the two dancers.

"Whoop! Hey, whoa, let me out! Let me out!"

Jiminy eventually got free, plopping to the ground.

Meanwhile, Geppetto plays his concertina while Spike danced with Rarity, Pinocchio with Figaro and Tender with Apple Bloom.

"Come, Cleo, join the party. Dance!" Geppetto said.

The old man swirled his finger in the fishbowl, making the water spiral. The goldfish seem to dance with the swirling water. All the while, Pinocchio saw the still-lit candle and couldn't keep his eyes from the flame.

"Ooh, nice."

While singing, Geppetto approached Apple Bloom, Tender and Spike with an armful of toys.

"Would you like a toy?" he asked.

"Gee, thanks, Mister Geppetto," Apple Bloom replied.

"Here you go."

Geppetto handed Apple Bloom a teddy bear, Tender an elephant and a little something for Spike's taste.

Meanwhile, Pinocchio tried to grab the flame from the candle, to no avail. Being a puppet, he didn't feel any pain. He tried over and over, failing each time. Figaro even slapped the flame. Geppetto was just bringing some toys to Pinocchio while he sang.

"_Gathering toys_  
_For my little boy."_

Suddenly, Pinocchio's finger was on fire. He just looks at it without a care in the world.

"Look! Pretty!" Pinocchio called, smiling.

Every pony heard him and suddenly their eyes went wide.

"Sweet Celestia!" Rarity yelled. "He's on fire!"

"OH! HELP!" Geppetto yelled.

Geppetto rushed toward Pinocchio, dropping the toys. He lifted him up attempting to blow the fire away. Soon they were all running around the room.

"Some pony do something!" Pinkie yelled.

"Boy on fire! Boy on fire!" Rainbow yelled.

"Wh-wh-wh-where's the bucket?!" Geppetto yelled.

"Some pony get the water!" Spike yelled.

"Help! Water! Where's the water?!" Geppetto yelled.

In his panic, Geppetto accidentally stepped on Figaro's tail causing a loud 'meow'. A siren could be heard while Geppetto searches for water. Jiminy ran over with his hat filled with water.

"Here it is! I got it!" Jiminy called. "Here's water! Here's some water!"

Unfortunately, Jiminy Cricket tripped over a pencil and crashed his head into his water-filled hat.

"Help! Where's water?" Geppetto yelled.

Apple Bloom looked around till she saw Cleo's fishbowl.

"In here! In here!"

Geppetto made a mad dash toward the fishbowl, sticking Pinocchio's finger in it. Soon the water turned black.

"Phew," Twilight sighs.

"Thank goodness," Rarity said, nearly fainting.

"And that, children, is why you never play with fire," Applejack said to Apple Bloom and Tender.

"Message received," Tender replied.

"You better tell it to them too," Pinkie pointed to the camera.

"Huh?" Applejack asked, confused.

Meanwhile, Geppetto rubbed Pinocchio's finger. Apart from a small burn, it was completely fine now that the danger passed.

"That was close. Maybe we'd better go to bed before something else happens."

"Right behind you," Rainbow nodded.

"You're all welcome to sleep here tonight," Geppetto said.

"Really?" Apple Bloom asked.

"Of course, little one. You're all guests. Stay as long as you like."

"Isn't this great, big sis?!" Apple Bloom asked, excitedly.

"Alright, little one," Applejack chuckled. "Let's go to bed."

Meanwhile, Fluttershy saw Cleo holding her breath.

"Goodness, are you okay?"

The only response is Cleo puffing smoke rings from her mouth.

"I'll take that as a maybe."

* * *

After a long night, everybody was finally ready for bed.

"Boy, what a night," Rainbow sighed.

"You can say that again," Applejack said.

"Boy, what a night," Pinkie sighed.

"Pinkie…" Applejack said, eyebrow raised.

"What?"

Meanwhile, Jiminy Cricket was already prepared for bed tucking in a little matchbox.

"Well, good night, ladies and fellas. We have a big day tomorrow."

"What do you mean?" Tender asked.

"Tomorrow is Pinocchio's first day of school," The cricket explained.

"School?" Apple Bloom asked. "Tomorrow?"

"Yes, sugar cube," Applejack said. "Geppetto thought it be a good idea that Pinocchio has an education just like you and Tender. You and Tender should join him too."

"What?!"

"The little fella doesn't know about these things yet, we need to teach him everything about it if he wants to be a real boy."

"Oh, okay," Apple Bloom agreed.

On one hoof, Apple Bloom wasn't in the mood for school since she and her friends were on a weekend break back home. But on the other hoof, she'd do anything to help a new friend.

"Now go get some sleep," Applejack said, motherly. "You need it."

"I just can't believe there's a fairy who makes wishes come true," Rainbow said.

"It was quite amazing," Twilight said, wearing a nightcap.

"Say, Twilight," Rainbow spoke. "What would you wish for?"

"Hmm… I don't know," Twilight shrugged. "I've never really thought about it before. But you know what? My greatest wish already came true."

"What's that, darling?" Rarity asked, wearing a sleep-mask.

"To have the best friends in all of Equestria."

Every pony smiled, some even said 'aw'.

"Well, I reckon it's time to hit the hay," Applejack replied. "Good night, every pony."

"Good night," Every pony said in unison.

"See you in the morning," Spike yawned.

"Good night, Geppetto," Apple Bloom said. "Good night, Pinocchio. You too, Figaro and Cleo."

"Good night, everyone," Geppetto said.

"Good night," Pinocchio said.

A tiny yawn escaped Jiminy's mouth as he removed his shoes.

"Little man, you've had a busy night."

With everyone tucked in for the night, Geppetto extinguished the candle's flame. He, Pinocchio and Figaro all wore nightcaps.

"Now, close your eyes and go to sleep," He tells his son.

"Why?" Pinocchio asked.

Geppetto was surprised, even some ponies as well. Figaro and Rainbow tried hard to sleep.

"Every pony must sleep at night, Pinocchio," Twilight said, sleepily.

"She's right," Geppetto said. "Figaro goes to sleep… And Cleo… And, and besides, tomorrow you've got to go to school."

"Why?" Pinocchio asked again.

"Oh, come on!" Rainbow whispered.

She plopped her pillow on her head, as Figaro did the same.

"Oh, to learn things and-And get smart…" Geppetto said, falling asleep.

"Why?" Pinocchio asked, for the last time.

"Because…" Geppetto yawned.

"Oh," Pinocchio said, understanding.

Soon everybody and every pony closed their eyes, drifting themselves to the most wondrous dreams.


	4. Off to School - The Fox and the Cat

The morning approached, as the sun shone brightly over the village. The bells rang, and doves flew through the sky. It didn't take long before the village was filled with life. Much of the villagers did their daily business: Baking, fishing, tending the geese or children playing. It was also the first day of school and many children were prepared. They'd get a kiss from their mothers, something that would fuel the heart of good people, and set off for school. Lots of children merrily strolled past Geppetto's shop.

It's green door opens, revealing four beings: Pinocchio, Apple Bloom, Tender Taps and Figaro. It didn't take long for Geppetto to emerge, holding a black vest as a gift for Pinocchio. The puppet, the kitten and the two foals were all excited, interested in the crowd of beings known as 'children of humans'. Geppetto tried to put the vest on Pinocchio, but the puppet moved too much.

"Oh, look, Father!" Pinocchio hopped around. "Look!"

"So many of them," Apple Bloom said, in awe.

"Now, wait. Stand still now," Geppetto said, trying to grab him.

"What are those?" Pinocchio asked, pointing to the crowd.

"Huh? Oh, those. They are your schoolmates. Girls and boys. Uh, no-now, get in—"

Finally, Geppetto made Pinocchio put his vest on.

"Real boys?" Pinocchio asked.

"Yes," Geppetto said.

"Ah never realized there were humans my age," Apple Bloom said, sitting on her haunches.

"Neither did I," Tender said, looking on.

"Maybe you two and Pinocchio can make a few new friends," Geppetto replied.

"That sounds fun," Tender said.

"Yes, fun," Geppetto nodded. "But hurry now…"

The puppet and the foals were set to leave until…

"Oh, oh, wai-wai-wait! Wait. Eh—Aren't your sister and your friends supposed to go with you, Apple Bloom?"

"They're probably still tired from last night," Apple Bloom said. "Maybe Pinocchio, Tender and I can wait for them at school."

"Are you sure you three will be fine?"

"Don't worry, Mr. Geppetto," Tender assured. "We're in good hoofs. We just follow the other children and we'll be at school in no time."

"I suppose that's fine," Geppetto considered. "I'll make sure your friends are awake by the time you're there."

"Okay, thank you," Apple Bloom said. "Come on, ya'll."

The kids were ready to leave, when Geppetto stopped them.

"Oh, wai-wait. I forgot something else."

Geppetto reached in his vest pocket and pulled out an apple. He blew on it, rubbed it against his arm and gave it to Pinocchio.

"Here's an apple for your teacher. Now turn around and let me look you over."

Pinocchio turned his whole body, except his head, around and Geppetto chuckled a little. Apple Bloom and Tender were surprised at first, till they recalled he was a puppet. Suddenly, Figaro came outside pulling a green book with a brown belt looped around it. The kitten pulled his master's leg for attention.

"Huh?" Geppetto wondered.

He looked down and saw why. He slowly picks up the book off the ground, handing it to Pinocchio.

"Oh, yeah, yeah. Here."

"You're lucky to have a helpful cat," Apple Bloom said, stroking the kitten.

"Ah yes, Figaro is a good cat," Geppetto replied. "Maybe you should take these along too."

Geppetto handed two more apples, one for each of them, from his other vest pocket.

"Hmm… Big pockets," Apple Bloom replied, taking one apple.

"I hope you won't get in trouble with you being talking ponies and my son being a puppet," Geppetto said.

"Don't worry, Mr. Geppetto sir," Tender said. "We'll be okay."

"And tonight, I'll prepare a special dinner for everyone."

"Oh yeah!" Apple Bloom cheered.

"Run along now," Geppetto chuckled.

The three trots down the stairs toward the school. Figaro walked after then in a cute way, but his master noticed.

"Ho-ho-ho! Fig, wait! Come back here, Figaro!" Geppetto laughed.

The old man grabbed Figaro by the tail, but he kept walking. Finally, he grabbed the kitten by the scruff.

"School is not for you."

The kitten gave a disapproved look to his master, while Pinocchio and the two foals turned back to the woodcarver.

"Goodbye, Mr. Geppetto!" Apple Bloom called out. "Goodbye, Figaro!"

"Goodbye, Father!" Pinocchio called out.

"Goodbye, son!" Geppetto waved, with Figaro in his grasp. "Goodbye, kids! Hurry back!"

Carrying Figaro, Geppetto merrily danced back into his house.

When Geppetto walked inside, the ponies and dragon were still asleep snoring peacefully. Approaching them, Geppetto leaned down and gently shook Twilight.

"Alright, Your Majesty," The woodcarver said. "Rise and shine."

Figaro helped Geppetto by waking the rest. Eventually, every pony woke up with a yawn.

"Wha-what?" Twilight asked, sleepily. "Is it morning already?"

"It sure is," Geppetto nodded.

While putting on her hat, Applejack looked around.

"Where are Pinocchio, Apple Bloom and Tender Taps?"

"They just left earlier," Geppetto replied.

Twilight was quiet, trying to process the situation. After a few seconds, her eyes widen as the bells in her head began to ring.

"SCHOOL! WE OVERSLEPT!"

"Easy, easy," Geppetto said, soothingly. "No need to panic; they know the way. They said they'd wait for you at the school."

"Come on, girls," Applejack said. "Like Granny Smith always says, 'Move your caboose!'"

Quickly, every pony gathered their things while Spike tried to wake Jiminy.

"Jiminy… Jiminy," Spike said, nudging Jiminy with his finger. "Time to wake up!"

"Just five more minutes," The cricket yawned.

"No! You must wake up now! Pinocchio, Apple Bloom and Tender Taps have already gone to school without us."

"What?!" Jiminy shouted, waking up. "Why didn't you say that in the first place?"

"I tried!"

"Well, come on! No time to lose!"

Jiminy quickly gathered his clothes, while every pony made to leave the house.

"Hold on a minute," Geppetto said.

He soon gave each of them a delicious sandwich he made himself, no meat of course.

"A light breakfast for your travels."

"Thank you, Mr. Geppetto," Twilight bowed.

"Come on, Twilight!" Rainbow shouted, already ahead. "We're gonna be late!"

"Coming!" Twilight shouted. "See you tonight, Mr. Geppetto!"

_(Continue at 1:35)_

The ponies and dragon ran as fast as they could, even Jiminy hurried while putting on his clothes.

"Goodbye, girls!" Geppetto called out. "Take care of my boy! See you tonight!"

When the group were already far from sight, Geppetto turned his attention to his work singing a merry tune.

* * *

Meanwhile, the village children ran through the streets to school. From another street appeared two strange beings: a cat and fox in ragged clothes. Instead of paws, they had hands. The fox wore a green shirt and pants, a blue cape, a green top hat, a black cravat, gloves and a held a cane in one hand. The cat wore purple sleeves and pants, a yellow cape, a blue top hat and gloves. He also held a cane in his hand. They watch the crowd of happy children run away.

"Ah, Gideon, listen," The fox chuckled. "The merry laughter of little innocent children wending their way to school. Thirsty little minds rushing to the fountain of knowledge."

Along the way, the fox picked up a cigar with his cane. He reached in his pocked for a match.

"School, a noble institution," The fox continued. "What would this stupid world be without—"

The fox scratched the match against a poster with a man and two marionettes, the title read '_The Great Stromboli Marionette Show_'. The fox was just about to light his cigar, when he saw the poster and his eyes widen.

"Well, well, well! Stromboli! So that old rascal's back in town, eh?"

The fox laughed before turning to Gideon.

"Remember, Gideon, the time I tied strings on you and passed you off as a puppet?"

The fox laughed even harder, while the cat nods with an 'aw shucks' gesture with his hand.

"We nearly put one over on that old gypsy that time," The fox laughed, amused.

As the two walked further down the cobble streets, Pinocchio and his two foal friends came from around the corner rushing to school.

"Wait for us, Pinoke!" Apple Bloom said.

The three passed the fox and the cat.

"Excuse us!" Tender replied, unattentively.

The cat naively tipped his own hat, while the Fox looked back.

"A little wooden boy and tiny talking horses," The Fox said, eyeing the three. "You don't see that these days. Now who'd have—"

The fox kept walking when he quickly turned around.

"A wooden boy and tiny talking horses!"

The duo quickly ran after them, ducking behind a corner. They took a good look at the trio again.

"Look, Giddy, look!" The fox said.

While he watched the laughing puppet and foals, the cat tipped his friend's hat for a better look.

"It's amazing: Two little pony foals with vocal cords and human characteristics and a live puppet without strings!" The fox spoke, gesturing with his hands. "Things like that ought to be worth a fortune to someone. Now let me see…"

The fox began to think hard till he pointed at the poster.

"That's it! Stromboli! Why, that fat old faker would give his—Listen. If we play our cards right, we'll be on Easy Street, or my name isn't Honest John."

After planning it out, they decided to follow the puppet and the foals.

"Quick, we'll head them off," The fox whispered.

Gideon, the cat, kept nodding till the fox, Honest John, grabbed him with his cane. They walked beside a small wall where they could see the trio walk merrily to school. Honest John hid once again behind a corner, while Gideon stupidly followed the trio with a flower in a pot. Honest John quickly pulled him back with his and, as a result, the cat dropped the pot.

The two ran to another corner, waiting for them. Gideon, at one point, made a flip around the cane, slid under the fox and watched behind the corner.

"Shh!" Honest John hushed. "Now's our—"

Honest John looked behind him but saw nothing. He turned around and nearly gasped seeing Gideon in front of him, holding a big mallet in an attempt to hit the puppet and foals.

"No, no, stupid," The fox berets, grabbing the mallet. "Don't be crude."

The fox based the cat's head with the mallet, making his partner dizzy.

"Let me handle this."

The fox loomed around the corner, leaning for a closer look.

"Here they come!"

He quickly pretends to be a normal talking civilian, placing the cane behind him on purpose.

"Ah, yes, Giddy, as I was saying to the Duchess only yesterday—"

By that point, Pinocchio tripped over the cane and crashed to the ground right before Apple Bloom and Tender's eyes.

"Oh, mah goodness!" Apple Bloom cried, rushing to Pinocchio. "Pinocchio, are you alright?"

"Oh! Oh, how clumsy of me!"

The foals turned and saw the fox and the cat come around the corner picking up the puppet. Honest John pushed Gideon aside with his foot, trying to dust the dirt off the puppet while fixing his clothes disorderly.

"Oh, my, my, my, my. Tsk, tsk, tsk, tsk. Oh, I'm terribly sorry," The fox spoke.

The two foals couldn't believe they were in the presence of talking animals, rather 'tall' talking animals.

"Wow, a talking fox!" Apple Bloom gasped.

"Amazing!" Tender added.

"Oh, I do hope you're not injured," The fox spoke to Pinocchio.

Meanwhile, Gideon used a brush to clean the dust off the puppet, even doing the same for the foals despite not even falling on the ground. Suddenly, Gideon eyes Pinocchio's back pocket.

"I'm alright," Pinocchio said.

"Oh, splendid," The fox sighed.

Honest John saw Gideon reach to grab something from Pinocchio's pocket without permission. He delivered a single hit to Gideon's head with his cane, stopping him instantly. The fox grabs the book and apple from the ground. He took a bite from the apple, while opening the book and reading it upside down.

"Well, well, hmm. Quite the scholars, I see," The fox said. "Look, Giddy, a man of letters."

The fox showed the book to the cat, quickly tucking it away making the cat confused. Honest John just finished the apple when he gave Pinocchio his book.

"Here's your book," The fox gestured.

"Who-who are you?" Apple Bloom asked, raising an eyebrow.

"Milady, the name's John Worthington Foulfellow," The fox bowed. "But you can call me Honest John. And this is my friend, Gideon."

Honest John gestured to his partner, who quietly tipped his hat with a goofy smile.

"I'm afraid he doesn't speak," The fox whispered to the foals. "Sometimes he doesn't know what he's doing."

"Well, uh, pleased to meet ya," Apple Bloom nodded.

"I've never seen talking horses in town before," Honest John said. "Are you new around here?"

"We're ponies, actually," Apple Bloom corrected. "And yes, we arrived just yesterday."

"And where are little cuties like you going?" Honest John asked.

"We're going to school," Pinocchio said, walking further.

"To help become a good boy," Tender added. "Good day."

The trio didn't get very far when Honest John used his cane to reel the puppet and foals closer to him.

"School. Ah, yes. Then you three haven't heard of the _easy_ road to success."

The fox tried to take another bite of the apple until…

"Uh-uh," Pinocchio shook his head.

"No?" Honest John acted surprised.

"Me neither," Apple Bloom nodded. "Ah don't think there is an easy way to success."

"Dear children, I'm speaking about the theater," Honest John said, wrapping his cape around him dramatically. "Here's your apple."

The fox gave Pinocchio the completely eaten apple, nothing but the core. When Pinocchio saw what was left, he frowned.

"I know about theater, Mr. John," Apple Bloom said. "But there are some things you have to do before that. Like going to school."

"Or taking dance lessons," Tender added. "Take a look."

Tender showed off his dancing skills, the fox even more surprised the pony could dance.

"My, my, my boy. You have natural talent."

"Thanks, it's because of my dance moves I finally got my cutie mark," Tender said, turning to Apple Bloom. "That's all thanks to you."

Apple Bloom blushed, flattered by his gesture.

"Cutie Mark?" Honest john asked, laughing at the name. "What is a cutie mark?"

"It's this."

Tender showed the symbol on his flank, while Apple Bloom did the same.

"Every pony gets their cutie mark when he or she discovers their special talent," Apple Bloom explained.

"Oh, so that's what it is," Pinocchio said.

"You're saying there are more of you?" The fox asked, interested.

"Well actually, we come from Equestria," Apple Bloom explained. "Mah sister and her friends decided to take me and Tender with them."

"Fascinating," The fox said, scratching his chin.

"Actually, we're not supposed to talk to strangers," Apple Bloom said. "Mah sister taught me about the dangers."

"Oh, but I just told you my name, didn't I?" Honest John said, placing a hand on the filly's back. "Now we're not strangers anymore, but friends. Aren't we?"

"Well, uh…" Apple Bloom thought.

"Trust me, dear," He said, moving his eyebrows. "The theatre is a grand place. Bright lights, music, applause, fame!"

"Fame?" Pinocchio asked, imitating the fox's facial expression.

"Yes! And with those personalities, those profiles, those physiques especially your dancing skills, little pony," Honest John explained, knocking the puppet's behind with his cane. "Why, they're natural born actors, eh, Giddy?"

The fox winked at his partner, nudging his neck.

"But we're going—" Pinocchio began.

"Straight to the top," Honest John interrupted, placing an arm around the puppet.

"But ah promised mah sister ah…" Apple Bloom explained.

"Don't you want to become famous?" Honest John asked. "Imagine the proud smile on your sister's face. You can earn lots of money."

At the mention of money, Apple Bloom thought it over.

"Well… Applejack always wanted to earn enough money for the farm and other things. Maybe ah could help her by this, at least for her. Okay Mr. John, I'll do it!"

"And what about you, my dancing star?" The fox asked Tender.

"I can try, but I'm not much of a performer," Tender admitted. "I still get very nervous when I'm on stage in front of an audience."

"Don't worry, little one," Honest John replied. "Stage fright happens to all of us and in the end, we conquer it. Why, I can see your names in lights, lights six feet high. Uh—What are you names?"

"Pinocchio," The puppet answered.

"Apple Bloom," The filly said.

"Tender Taps," The colt added.

"Pinocchio, Apple Bloom and Tender Taps! P-I-N— Eh, uh—U-O—Eh, P-I—Eh—"

Honest John struggled to spell their names right, one at least. But then he laughed in amusement.

"We're wasting precious time. Come, on to the theatre!"

Suddenly, the fox began to sing while walking them through the streets on their way to the 'theatre'.

"_Hi-Diddle-Dee-Dee_  
_An actor's life for me_  
_A high silk hat, and a silver cane_  
_A watch of gold, with a diamond chain._  
_Hi-Diddle-Dee-Day_  
_An actor's life is gay_  
_It's great to be a celebrity_  
_An actor's life for me!"_

They trot around a tree, Gideon going the wrong way till he quickly walked back to them. The fox twirls his cane, while the cat used his like a flute. They walk downstairs while Honest John sang further.

"_Hi-Diddle-Dee-Dum_  
_An actor's life is fun."_

* * *

In the meantime, our pony and dragon heroes raced along with Jiminy, who still tried to get his clothes on. They rushed through the streets straight toward the school.

"Whew!" Jiminy said, breathless. "Fine conscience I turned out to be. Late the first day!"

"You're quite fast for a cricket," Rainbow replied.

"Oh, if I was this late on Princess Celestia's classes, she'd expel me immediately!" Twilight said.

"Silly Twilight," Pinkie said. "You know the princess isn't the kind of pony who expels ponies for being late once. I mean she did banish her sister to the moon—"

"Not helping, Pinkie!" Rarity said.

"I hope nothing's happened to Pinocchio, Apple Bloom and Tender," Fluttershy said, worriedly.

"There better not be bullies in this world messin' with them," Applejack said. "Especially to mah little sister."

"Well, I don't think they would get in much trouble between here and school," Jiminy assured.

Suddenly, they stopped when they heard someone singing, passing them by and paying no heed.

"Oh, boy, a parade!" Jiminy said.

"Oooh!" Pinkie said, wide-eyed. "This is my jam!"

Jiminy, Pinkie and Spike merrily danced to the song while the others kept walking. But suddenly, they stopped when they recognized three voices making them face the singing folk.

"_An actor's life for me_  
_Hi-Diddle-Dee-Dee_  
_An actor's life for me!"_

"Huh?" Jiminy asked.

"No… It couldn't…" Applejack said.

"Look!" Rarity said, pointing to the group.

The singers were none other than Pinocchio, Tender Taps and even Apple Bloom. The trio were walking alongside a human-sized fox and cat.

"_A waxed moustache and a beaver coat_  
_A pony cart and a Billy goat_  
_Hi-Diddle-Dee-Dum_  
_An actor's life is fun!"_

"Why, it's—It's Pinoke!" Jiminy said.

"And Apple Bloom and Tender!" Applejack said.

"Is that a cat and a fox on two legs?" Spike asked.

"Why are they with a fox and a cat with, uh, unfit clothes?" Rarity asked.

"Hey!" Applejack called out.

"Where you goin'?!" Jiminy shouted.

"Come on, girls!" Twilight ushered.

Jiminy Cricket had a head start, while the others followed in pursuit.

"_You wear your hair in a pompadour_  
_You ride around in a coach with four_  
_You stop and buy out a candy store_  
_An actor's life for me!"_

"Wait!" Jiminy yelled.

But the group didn't hear him, so he walked in front of them with his hands in the air.

"Halt!"

"Jiminy, watch out!" Fluttershy shouts.

The cricket narrowly dodged the fox's step. He ran after the fox, jumping on his tail.

"Hold on there! Pinoke!"

"We're coming for you, Apple Bloom!" Applejack yelled.

But because the fox sang so loud, nobody and no pony could hear them. Jiminy reached the top of the fox's hat, holding on tightly.

"_Hi-Diddle-Dee-Dee_  
_An actor's life for me_  
_With cloths that come from the finest shop_  
_And lots of peanuts and soda pop!"_

Jiminy was busily trying to stay on the hat, while trying to get Pinocchio and the two foals' attention.

"Hey, Pinoke!" Jiminy whispered, harshly. "Apple Bloom! Tender! Hey!"

Suddenly, he whistled very loud and Honest John immediately stopped singing.

"_Hi_—What was that?" He asked, fearfully.

"Let's get them," Applejack said, approaching the fox.

But then she saw Jiminy throwing signals to them.

"What's he saying?" Rarity asked.

"I think he wants us to hide behind that fence?" Rainbow guessed.

"What?!" Applejack protested. "But they got mah…"

"Don't worry, we'll get them," Twilight assures, pulling Applejack with her magic. "Come on!"

Together, they hid behind a fence and poked out their heads, while Applejack glared. Meanwhile, Pinocchio saw the cricket on Honest John's hat.

"Oh, it's Jiminy!" Pinocchio said, cheerfully.

"Ah'm not sittin' here while those two got mah baby sister," Applejack muttered, slowly walking toward them. "Who knows what they'll do to her?"

"Wait, Applejack!" Fluttershy whispered. "Aren't you being judgmental?"

"No, ah'm not! There's something smelly about that fox and cat."

"You mean besides the fact Figaro's the normal cat here?" Pinkie asked.

"Yes and no, Pinkie!" Applejack said. "They remind me of some pony… 'Two' ponies to be exact."

"But they could be dangerous!" Twilight insists.

"Ah don't care," Applejack said, walking further. "And don't try to stop me!"

Meanwhile, Apple Bloom and Tender saw Jiminy, who was trying to usher Applejack back.

"Oh, hi Jiminy!" Apple Bloom waved.

"Whatcha doin' up there?" Pinocchio asked.

Honest John looked up, confused.

"Huh? Who? Wha-wha-wha-what? Wha—Who? Jiminy? Up where?"

Jiminy used his umbrella to hang onto the hat, till Gideon noticed him. The cricket hushed the cat, who understood and turned away. But then his eyes went wide in reality and he reached for his mallet.

"Why, children, huh, you must be seeing things," Honest John assured.

"Oh no, that's my conscience," Pinocchio insists.

"And our friend. He—" Apple Bloom added.

"Now, now, now. Just calm down," Honest John said. "Why, there's nothing up there to be afraid of."

While he spoke, Gideon got close ready to swing his mallet. Jiminy saw the shadow on the hat and looked behind. Gideon was about to squash him flat, until…

"Oh no you don't!"

WHAM! Applejack bucked the hat so hard he crashed against a tree, nearly breaking it in half. The impact made him dizzy, seeing multiple Honest Johns walking around.

"Ain't no two-legged cat gonna hurt one o' mah friends!" Applejack threatens.

"Huh?" The fox turned around but saw nothing. "Who's that?"

If you want to know where the cowgirl is, she's right behind the fox. She didn't want to get spotted.

"Big sis!" Apple Bloom said, smiling.

"Shh!" Applejack hushed.

"Huh?"

The fox turned back to the little filly, while Applejack ducked behind his back.

"Ah was talking to mah big sister, Applejack," Apple Bloom replied.

"Your sister is here?" The fox asked.

He looked around, but the cowpony made sure she wasn't seen while she reached for Jiminy.

"Yeah, she was…" Pinocchio said.

"Now, now," The fox interrupted. "I'm pretty sure you must have been dreaming about how proud your sister will be when she sees you on stage."

While the fox talked to the children, Gideon shook off the dizziness and saw Applejack. He glares, rolling his sleeves, slowly stalking toward Applejack, whose back was turned against him. The malicious cat raised his mallet above his head, but Jiminy saw that.

"Applejack, behind you!" Jiminy shouted.

Applejack quickly looked behind and jumped over the fox while grabbing the cricket.

"Huh? What?" Honest John said, confused.

WHAM!

"Oh!"

The mallet hit the fox with a hard thud to the head, something everyone saw.

"Ouch!" Spike reeled back. "That's gotta hurt!"

The cat looked at his mallet confused, till he heard Honest John grunt and moan. His head got stuck in his cat and he can't get out. Gideon panicked and gave the mallet to Pinocchio. The puppet and the foals just watched, unsure what to think of this.

"He-he-he," Pinkie laughed. "He's stuck in his own hat!"

The fox tried to pull his hat off, but it was stuck tight.

"Psst! You three come along!"

The trio turned to see Jiminy Cricket, in an open spot atop a flower where the others met up.

"Oh, Jiminy!" Pinocchio said. "I'm going to be an actor!"

And me and Tender too!" Apple Bloom said.

"What?!" Applejack said, sternly. "What are ya thinking? You know better than to go with strangers to Celestia knows where!"

"But Applejack, we can make lots of money for the farm and things," Apple Bloom explains. "Isn't that what you wanted?"

Applejack takes a deep breath and tries to approach her sister calmly.

"Apple Bloom, your heart is in the right place and yes we can use the money. But this isn't the right way; I thought you…"

"Easy, Applejack," Jiminy said. "Let me talk to them."

"Fine," Applejack sighed, folding her front legs.

"Alright, son, take it easy now," Jiminy spoke to Pinocchio. "Remember what I said about temptation?"

"I remember it too," Spike said.

"Well, that's him."

Jiminy pointed his umbrella towards the fox, causing the kids to look.

"Oh no, Jiminy," Pinocchio shook his head. "That's Mr. Honest John."

"Honest John?!" Every pony, including Jiminy, said in unison.

Meanwhile, Gideon stupidly watched his partner try to get out of his hat.

"Get this thing off!" Honest John muttered.

The cat slowly opened the top of the hat, peeking inside.

"GET ME OUTTA HERE!"

Gideon looked around, thinking what to do, when he saw Honest John's cane on the ground and smiled. He picked it up, hopped on Honest John's back and placed the cane inside the hat.

"Get me out of here!" The fox yelled again.

The cat pulled the cane with his hand and feet, grabbing the mallet with the other hand. With one hard BAM… He slammed the mallet against the hat freeing Honest John's head. Unfortunately, the hit sent him slamming against a tree and slowly falling into a puddle of muddy water.

"Oh!" The fox grunted.

He shook the mud off his face, giving his partner the stink-eye.

While the fox and cat were busy, the ponies, the puppet, the dragon and the cricket talked amongst themselves.

"Now listen here, sugar cube," Applejack said. "Not every pony or everyone are as they seem. Twilight and Jiminy said there's bad people who try to act friendly to fool you."

"But we don't even know if they mean well or not," Fluttershy said.

"That cat tried to hit me with a mallet! It's proof enough for me."

Alright then, here's what we'll tell 'em," Jiminy instructed. "You can't go to the theatre, say 'Thank you just the same', you're sorry but you've got to go to school."

"Mm-hmm," Pinocchio nodded, understandingly.

"Alright, we'll do it," Apple Bloom said.

"Pinocchio!"

Every pony heard the fox call and all, except Apple Bloom, Tender and Pinocchio hid behind the wall.

"Oh, Pinocchio!" The fox called, femininely. "Apple Bloom! Whoo-hoo!"

"Here they come, kids," Jiminy whispered, hidden in the flower. "Now, you tell 'em."

"Whoo-hoo! Oh, little children!" The fox called.

He looked around until he found them.

"Ah, there you are!"

"Um, Mr. John," Tender said, nervously. "There's something we have to—"

"All in good time, little one," The fox interrupted, patting his head.

Pinocchio started to smile, while Apple Bloom was thinking.

"Now, where were we?" The fox asked, then remembered. "Ah yes, on to the theatre!"

The cricket and ponies waited patiently for the words they expected to hear the kids say. But this time, they were in bad luck.

"Goodbye, Jiminy!" Pinocchio said.

"Goodbye, Applejack!" Apple Bloom said.

"Goodbye!' Tender said.

The eyes of the cricket and the cowpony went wide, as the fox started singing again.

"_Hi-Diddle-Dee-Dee_  
_An actor's life for me!"_

"Goodbye?" Applejack asked, in disbelief.

"Huh? Goodbye?" Jiminy said, smacking his head. "Hey, Pinoke, you can't—"

"Apple Bloom!" Applejack called. "Come back!"

"_A high silk hat and a silver cane_  
_A watch of gold with a diamond chain."_

The ponies, cricket and dragon helplessly watched the foals and their puppet friend carried off by those scoundrels. Not far behind, Tender Taps looked behind and while he didn't hear the call he shrugged with a nervous smile, as if saying 'I'm sorry'. Apple Bloom just kept walking, blissfully unaware.

"She can't hear you, Applejack," Twilight said.

"Because that darn fox sings too loud!" Rainbow said.

"There they go," Jiminy sighed.

"Apple Bloom! Tender Taps! Pinocchio!" Applejack called, stomping her hoof. "You three come back right this instant! I'm gonna tell Big McIntosh on you!"

But answer there came none, as Applejack looked on with a frown.

"I can't believe it. She ignored an order from her big sister. My own sister!"

"What'll we do?" Fluttershy asked, panicking.

"We better run and tell Geppetto about this," Rarity suggested.

"Yes, he'd know what to do," Twilight agreed.

"No, that'd be snitching," Jiminy said. "We'll go after them ourselves."

Jiminy rushed ahead while the other ponies followed, till Twilight was left behind.

"But guys!" Twilight called, then sighs. "Why does no pony ever tell an adult about this?!"

Shaking her head, Twilight Sparkle followed the group as the singing continued in the distance.

"_Hi-Diddle-Dee-Day_  
_An actor's life is gay_  
_It's great to be a celebrity_  
_An actor's life for __me__."_


	5. I've Got No Strings

After a long walk through town, Honest John, Gideon, Pinocchio, Tender Taps and Apple Bloom arrive at a pair of caravans. Honest John knocks on the door, which open to reveal a big, obese man with black balding hair. He had tan skin, his lower lip pink while the upper is red. He wore a green shirt, dark green vest, brown pants and a big red belt around his belly. When he saw the cat and fox, he was not happy.

"You," He spoke, in a low threatening voice.

The young ones were a little scared, while Honest John kept a smug face.

"Good morning, Stromboli," Honest John tips his hat, joyfully. "How are you doing?"

The man named Stromboli didn't answer right away. He glared at the pair, as if staring into their souls.

"You two have-a some nerve to come-a back after you did to a-me!"

"Oh, come now, old boy," The fox said, nervously. "You're not still made of that little joke, are you?"

"What joke?" Apple Bloom asked.

"Oh, I once tied strings on Gideon," Honest John explained. "And I may have tried to pass him off as a puppet."

"Uh… What?" Tender asked.

Stromboli heard the fillies talk, looking at the pair and Pinocchio in confusion.

"What is this? Another trick to fool me?!"

"It's not, Stromboli," Honest John said, sweating. "I swear—"

GULP! Stromboli had clutched onto Honest John's collar, he struggled as he was reeled close to the man's angry eyes.

"Because of your last trick, the people laughed at me!" The gypsy yelled. "It took me days to get back on top!"

Honest John tried to talk his way out, while the gypsy argued in a strange language that was known as 'Italian'. Gideon slowly turned to walk away till Stromboli caught him with the other hand and pulled him beside his partner.

"We didn't know that would happen," The fox said, nervously. "Really, it was just a bit of fun."

"I will hurt-a you badly for that!" Stromboli threatened.

The young ones didn't know what to do, as they quivered in fear.

"Wait! Wait!" The fox yelled. "What if I have the solution to make you rich?"

"I'm not falling for that again," Stromboli spat.

"No, honest and for truly!" Honest John plead, placing a hand over his chest. "The answer lies with these three."

The fox ushered toward the two foals and the puppet, who looked at Stromboli with wide, fearful eyes. Stromboli studied them carefully.

"Who or what are they?"

"They, my good friend, are your new stars," Honest John said.

"A boy and two little horses?" Stromboli asked, an eyebrow raised.

"They're no ordinary horses and boy, I assure you," Honest John explained. "These two are real talking ponies with human characteristics and this is a real live puppet without strings!"

"We sure are, mister," Apple Bloom said.

Stromboli looked closely, and at first, he didn't believe it because he didn't want to be tricked. He approached Pinocchio and gave a few knocks on the head.

"He really is-a made of wood," Stromboli observed, waving his hands about his head. "No strings whatsoever."

He took a good look at the foals, studying them with a finger on his chin.

"The ponies are not puppets," Honest John continued. "But one of them is a really good danger."

Tender demonstrated his tap dancing which surprised Stromboli, as he turned to the filly.

"And what can you do?" He asked.

"Well, I can sing and dance too," Apple Bloom said. "A little."

"I promise you, Stromboli, it's no joke this time," The fox said. "You can earn lots of money with these three. Eh, Giddy."

The cat nodded nervously, without saying a word. The puppet master pondered deeply until…

"Very well, then. Here's your money."

Stromboli removed a small bag of coins from inside his red belt, handing it to the fox. Before John could grab, he reeled it back till they were face-to-face.

"But if I find out you're playing tricks with me again… I'll search the entire town for you and that _imbecile_ cat of yours and crush-a you like tomatoes!"

"Yes, understood," The fox tipped his hat, wiping his brow. "You won't regret this."

Stromboli gave him the money, which the fox gladly took.

"Well then, good day, Stromboli," Honest John said, while he and his partner walked away. "Good luck, children! And remember…"

"_Hi-Diddle-Dee-Dee_  
_An actor's life for me…"_

"Bye, Mr. Honest John," Pinocchio waved.

"Goodbye," Tender and Apple Bloom waved.

Once the two were far in the distance, their song fading, the trio turned toward the puppet master.

"So, children…" Stromboli spoke, gruffly yet friendlier. "Ever been on stage before?"

"Uh-Uh," Pinocchio shook his head.

"Me and Tender have," Apple Bloom said.

"I still haven't gotten over my stage fright," Tender admits. "But I'll do my best."

"It's okay, uh, what are your names?" Stromboli asked.

"My name is Tender Taps," The little colt said.

"Apple Bloom," The little filly greeted.

"Pinocchio," The puppet said, tipping his hat.

"Very well then. Everybody can have stage fright in some moments, my little Tender Taps. The best way to conquer it is to pretend that everybody is in-a their underwear."

"Underwear… Never thought of that before," Tender said. "Course, we ponies don't normally wear clothes but that's something I've got to learn."

"Come inside," The Puppet Master instructed, opening the door. "I'm going to give a show tonight and I want it to be perfect."

The ponies and puppet entered the caravan; Stromboli went last and shut the door. From a corner, our Equestrian heroes saw everything.

"Did you see that?" Rainbow asked.

"That Honest John sold the kids to the puppet master for money!" Jiminy answered.

"No, I mean, did you see how big that guy was? He's so fat he shouldn't even fit in his caravan! It's a surprise he can."

"Ha-ha-ha-ha-ha-ha!" Pinkie laughed at Rainbow's joke.

Every pony and the cricket glared at her, till she stopped laughing.

"I know… 'Cruel joke, Pinkie'."

"We got to get Pinocchio, Apple Bloom and Tender away from that man!" Applejack insists.

"But how?" Rarity asked. "We can't just barge into that caravan, can we?"

"There's only one thing to do then," Twilight said, determined. "We're watching the show tonight."

"Huh?" Every pony asked, confused.

* * *

It was nighttime, as an entire crowd of people arrived before Stromboli's caravans eager to watch the show. By then, Stromboli began his announcement while mumbling in Italian.

"Ladies and gentlemen," The puppet master began. "To conclude the performance of this great show, Stromboli the Master Showman—That's a-me—and by special permission of the management—That's a-me too—is presenting to you something you will absolutely refuse to believe."

Close by, the ponies were around a lamp post, some of them climbing it for a better view. Jiminy, the first one up, chased off a few moths while the rest had searched for the perfect spot to see the show. The audience were mumbling amongst themselves and paid no heed.

"I didn't expect this many people to watch a puppet show," Rarity said. "I wish Sweetie Belle could see this."

"It's so difficult to see through this crowd from the ground," Applejack said.

"Well, looks like a sell-out," Jiminy replied, looking around.

Stromboli's speech went on, gaining the attention of the cricket, the ponies and dragon.

"Introducing the only marionette and equines who can sing and dance absolutely without the aids of strings."

Stromboli spot seriously, but some of the ponies, mainly Pinkie, couldn't help but giggle at the funny dance he was doing.

"I hope so," The gypsy muttered to himself, before speaking to the crowd again. "The one and only Apple Bloom… Tender Taps… And Pinocchio!"

"YIPPIE!" Pinkie shouted, clapping with the audience.

"Ah can't believe those three are gonna be on stage," Applejack shook her head.

"Hmph!" What a build-up," Jiminy added, dissatisfied.

With a baton in hand, the gypsy orchestrated the musicians to play. The theatre curtains opened, as four puppets played the trumpet. The décor vanished, along with the puppets, and before everyone's eyes the puppet and two foals stood atop a pair of stairs. The audience clapped, some even saying 'aww' seeing the two little ponies.

"There they are!" Rainbow pointed.

Every pony paid close attention toward the three children. Pinocchio and Apple Bloom couldn't help but smile. Tender was nervous, but Apple Bloom tried comforting him.

"So… Many…" Tender whispered, shaking his legs.

"It's alright, Tender," Apple Bloom said. "Just do it like the last time we danced together, okay?"

Tender nodded with a nervous smile. Pinocchio seems to be attached to strings, but as he walks down the stairs and sang, the strings detach from him.

"_I got no strings to hold me dow—"_

But suddenly, Pinocchio stumbled and fell down the stairs. Pinocchio's nose crashed into a wooden plank of the floorboard and got stuck. The audience laughs, while the two foals raced down the stairs to their friend.

"Pinocchio, are you okay?" Apple Bloom asked.

"Is this part of the show?" Pinkie asked.

"I don't think so," Spike shook his head. "It's not going well."

"Oh, poor Pinocchio," Fluttershy said, softly.

While most of the group were sympathetic, Applejack and Jiminy weren't pleased with the performance.

"Go ahead, make a fool of yourself," Applejack said. "Then maybe you'll listen to your big sister and your conscience."

Stromboli waves his hands angrily, making funny noises. He slapped the wooden plank back in place and spoke in Italian. At one point, he grabs Pinocchio much to Tender and Apple Bloom's shock. But listening and looking at the laughing audience, who assumed this was part of the show, he gently placed Pinocchio back on stage.

"Cute kid," He chuckled.

The rest of the dialogue is in Italian, but he was telling the kids to try again. But the ponies had seen 'everything'.

"That wasn't very nice," Fluttershy said. "Grabbing Pinocchio like that!"

"Did you see the way he reacted?" Rainbow asked.

"There's something about Stromboli I don't like," Twilight observed.

The spotlight hits the puppet and two foals, as they began to sing and dance from the top.

PINOCCHIO:  
_I got no strings to hold me down_  
_To make me fret or make me frown_  
_I had strings but now I'm free_  
_There are no strings on me._

The ponies paid close attention, Pinkie nodding her head to the music. Applejack and Jiminy, on the other hoof, turned away after the kids refused to listen. Soon it was Apple Bloom's turn to sing as she, Pinocchio and Tender began to dance.

APPLE BLOOM:  
_Heigh-ho the merry-o_  
_That's the only way to be._

TENDER TAPS:  
_I want the world to know_  
_Nothing ever worries me._

ALL THREE:  
_We got no strings, so we have fun_  
_We're not tied up with anyone,_

When Pinocchio span his body around, his head intact while spinning his leg, all while Tender did his tap dance routine, the audience were amazed. Even Stromboli was impressed.

"What I told you, huh?" Stromboli laughed.

ALL THREE:  
_They got strings, but you can see_  
_There are no strings on me!_

On the last beat, Pinocchio jumps in the air and spins his legs. The audience cheer and applaud for the three. Even the ponies and Spike were impressed.

"They're… Honestly not that bad," Rarity admits.

"They're actually pretty good," Spike nods.

"Does that song make you think of some evil robot trying to destroy civilization?" Pinkie asked.

Every pony faced her in confusion.

"Pinkie?" Rainbow asked. "What… Are… You… Talking about?"

Pinkie, suddenly, came back to her senses.

"Uh… Nothing…" Pinkie looks left-and-right.

The ponies focused back on the show, as Pinocchio imitated the audience by clapping his hands. Just then, the puppet and two foals jump in fright when the décor changed behind their backs revealing a meadow with a windmill and a cow. Suddenly, a marionette with actual strings came down before the children, the puppet representing a Dutch farm girl with clogs.

DUTCH MARIONETTE:  
_You have no strings_  
_Your arms is free_  
_To love me by the Zuider Zee._  
_Ja, ja, ja_  
_If you would woo_  
_I'd bust my strings for you._

The singing puppet disappears, as four similar puppets appear dancing to the music. One of the puppets bumps into Pinocchio and Apple Bloom, making them bump into the others. Suddenly, the puppets disappear as the décor changed once more.

Another girl puppet, in a lovely red dress, appears. It came close to Pinocchio and Tender, singing with a French accent, and while Pinocchio was confused the little colt blushed slightly.

FRENCH MARIONETTE:  
_You got no strings_  
_Comme ci, comme ca_  
_Your savoir faire is ooo-la-la._  
_I've got strings but entre nous_  
_I'd cut my strings for you._

The puppet disappears, as four puppets of similar design takes it's place. They dance while raising one of their legs. Pinocchio and the two foals couldn't help but watch. The ponies watched, but Rarity quickly covers Spike's eyes.

"Hey!" Spike said.

"It's for your own good, Spikey-poo," Rarity said.

Jiminy took a peek at the show and, suddenly, put some glasses on his face while smiling. Applejack saw his reaction and smirks.

"Beautiful view, lover boy?" She asked.

Jiminy shook his head and blushed, while the puppets danced for a few seconds and vanished. Once more, the décor shifts and a puppet with a white papakha hat and purple dress appears singing with a Russian accent.

RUSSIAN MARIONETTE:  
_Down where the Volga flows_  
_There's a Russian rendezvous._  
_Where me and Ivan go_  
_But I'd rather go with you._  
HEY!

The puppet disappears, as four mal puppets with papakha hats appear dancing in the style of their country shouting 'HEY'. One of the puppets hit his head with his legs. Pinocchio tries to imitate the dance, with Apple Bloom and Tender joining along. At a sudden moment, Pinocchio's foot hits his hindquarters making a funny knocking sound. He tries again while hitting his hindquarters and looks like he's having fun. Pinocchio and the two foals watch the puppets spin wildly. Pinocchio spins his body around while keeping his head in place, as Apple Bloom and Tender followed along. The two foals got dizzy and just like Pinocchio they spun toward the puppets unable to stop.

"Hey!" Pinocchio shouts.

"Look out!" Apple Bloom yells.

The three bumped against the puppets and were suddenly trapped, but not before finishing the song.

ALL THREE:  
_There are no strings on __me_

The audience laughs as the puppets disappear, freeing the three children while falling on the floorboard. A papakha hat fell on Pinocchio while his nose was once again stuck in the same wooden plank. As he stood up, the plank broke making Pinocchio appear to have a beard. All of a sudden, the audience cheers and threw golden coins on the stage. Pinocchio stands there, but Apple Bloom and Tender smiled. They approach their puppet friend, and each took one hand.

"Bow, Pinocchio," Apple Bloom instructs. "Like this."

Apple Bloom and Tender demonstrate, as Pinocchio eventually imitates. Then they three gave one big bow causing more cheers from the audience. Pinkie cheers and whistles, throwing bits toward them.

"Woohoo! Encore! Encore!"

"Wow!" Spike gasped.

"Well, I'll be," Applejack said, softly. "They like them."

"They're a success," Jiminy added.

"They're… Popular now," Rainbow said.

Applejack saw how happy Apple Bloom was, before facing the ground.

"Can it be? Could ah really be wrong?"

Jiminy pet her hoof, while removing his hat.

"You're not the only one, Applejack."

Stromboli appears on stage, holding two puppets in his arm, giving a few bows of his own. He even gives Pinocchio, Apple Bloom and Tender Taps a pat on the head while blowing a few kisses to the cheering audience. By now, the ponies didn't know what to think.

"Come along, every pony," Twilight sighs, turning away. "Show's over.

"What about Pinocchio? And Apple Bloom and Tender?" Spike asked. "Jiminy, we're not really leaving them, are we?"

"I don't know, son," The cricket sighs, sadly. "Guess they won't need us anymore; Pinocchio probably doesn't need me. What does an actor want with a conscience anyway?"

"But we can't just leave?" Rainbow asked. "Can we?"

"I don't know about you guys, but there's something not right about Stromboli," Pinkie said, suspiciously. "Those smiles don't seem right, least that's my opinion."

"And the way he reacted when Pinocchio fell down the stairs," Spike added. "I'm telling you, something's wrong."

"But look at them," Rarity said, pointing. "They look so happy when the audience cheers."

"Twilight, can't we talk with them?" Applejack asked. "If Apple Bloom wants to stay here and be an actor, that's one thing. But shouldn't we at least say 'goodbye' just in case?"

"I suppose we can," Twilight thinks. "Alright, let's do it."

Suddenly, Twilight heard a strange sound and looked at her belly. Turns out her stomach had begun to rumble, as she faced her friends sheepishly.

"Maybe we should find someplace to eat first," Twilight laughed. "We'll talk to them later; besides, it's not like they're leaving town tonight."

Every pony nodded and said 'Uh-Huh' in unison. Together, the ventured into town for someplace to eat leaving the two foals and reanimated puppet bowing before their public.


	6. Web of Song - Evil Team

**Pinocchio's World a.k.a. 'Prankster's Paradise'**  
**Somewhere in town, middle of the night**

It was dark in town, only a few people were out but not for long. By they time they return home, everything was awfully quiet. Suddenly, a swirling portal appears in the sky and three individuals emerged falling to the ground with a hard thud as the portal disappears.

The new visitors appear human, all girls, but with rather unique style of clothing. One with purple pigtails, another with a blue ponytail and the last with very big orange hair.

_Now, wait just a second. You're probably wondering, "I know those three! How, in the name of Celestia, did they get here?" Well, let's rewind the clock, shall we?_

**Equestria Castle of Friendship**  
**A few hours ago**

_It was right at the moment Twilight and her friends were about to enter Pinocchio's world._

"Let's hope for a _soft_ landing this time," Rarity hoped, jumping into the portal.

"Get on mah back, young'uns!" Applejack ordered.

Apple Bloom and Tender Taps climbed on the farm pony's back as she prepared to charge.

"Hang on tight!" Applejack called, running towards the portal.

The two foals screamed for their lives, in excitement rather than far, as Applejack jumped in shouting:

"YEE-HAW!"

Soon the portal disappeared, the book closing once more showing only the cover. All was quiet, too ominously quiet.

_Now you remember the mysterious Crystal Mirror moved to Twilight's Castle in the library? Well, here's what I didn't tell you… Yet._

Suddenly, the machinery began to spark, more forming by the minute. Suddenly, the mirror's portal began to open, and a big yellow cloven hoof emerged, and it won't be long before we see who's hoof it belongs to.

The creature emerging was a mix of a dragon, a horse and a seahorse… But bigger. It's body was mostly covered with scales, it's fish tail as long as a mermaid. To top it off, it had fins on the cheeks and arms, a larger fin along the back. Not to mention the sharp teeth in its jaws, a gemstone on its chest. While it's the fiercest creature ever seen, it's also a beautiful one.

Soon enough, two similar creatures emerged from the mirror. Each had a different color, one blue and the other purple. These were the Sirens. The leader of the pack, the yellow one, looked around with a seductive yet scary grin.

"Girls," The yellow siren announced. "We're home."

"For realsies?" The blue one asked. "I thought our home was the house with the pool and stuff."

The yellow one facepalms herself with a groan.

"No stupid," The purple siren said. "That was our _temporary_ home."

"Oh… Right," The blue one nodded.

"Pfft… Nutcase," The purple one mumbled.

Ignoring her cohorts, the yellow siren looked around in deep concentration.

"Who knew a school had a statue with a portal to Equestria? But the question is: Where are we? I don't remember this place."

"Of course, you won't remember this place," The purple one said, bluntly. "We've been gone for 2000 years, maybe more. A lot must have changed since then, Adagio."

"I know that, Aria," The yellow one, Adagio, said. "But not everything's changed, I'm sure of that. Sonata be a dear and help me find out where we are."

"Sure thing, Dagi," The blue one, Sonata, salutes innocently.

"Aria, you stay here," Adagio commands.

"What?!" Aria asked. "Why?"

"Because next to me, you are smarter than Sonata. I want you to warn us if some pony is coming."

"Fine," Aria groaned, mumbling something.

Sonata giggled, as she and Adagio floated out the library to explore their new surroundings. They ventured down the halls into several rooms.

"Hmm…" Adagio thought. "This place looks like a castle."

"You're probably right, Dagi," Sonata agreed. "There's lots of doors and rooms here."

After exploring a few rooms, the two stumbled upon the throne room with the Cutie map.  
"What is this?" Adagio asked. "Seven thrones, with a different mark?"

Sonata shrugs and takes a closer look at the map.

"Huh… That's one huge table."

"That's not a table, it's a map. A map that contains all of Equestria!"

"Ooh… I wonder if you can kill ponies by stepping anywhere on the map. Wait! If I step on the castle, would that mean… We'd be dead?!"

Sonata's teeth chatters thinking that, while Adagio rolls her eyes at her gullible nature.

"As much as I'd like to hear that, I don't think it works that way."

While Sonata explores deep in the castle, Adagio examines the thrones. She sat before one with a six-pointed star, as a big, evil smile forms on her face.

"This isn't so bad," Adagio thought. "If I destroy those six other thrones, it would be perfect. Hmm… Maybe the girls deserve a throne too, even if they are idiots."

"Hey, Adagio!" Sonata called from one of the halls. "Look what I found!"

"I wish this moment would last forever," Adagio sighs, then smiles. "Or maybe it could. But first…"

Adagio floats toward the halls searching for her fellow siren. Fortunately, she found her peering outside a window. The blue siren points outside and Adagio looks see many ponies walking outside.

"Ponies," Sonata said, eyeing them.

The siren leader watched silently, smirking evilly.

"Well… This day gets better and better. Oh, how I missed causing disharmony amongst ponies and other creatures before that wretched unicorn banished us."

The memory of their last encounter with the old unicorn made Adagio scowl.

"Yeah, that was really mean," Sonata agreed. "At least we're back now, right?"

"Quite true," Adagio agreed. "Come, let's get back to Aria before she gets moody."

"Isn't she always?"

"Always, Sonata dear… Always."

A few minutes later, the two sirens return to the library. Eventually all three gathered together to concoct their evil scheme.

"This is it, girls," Adagio announced. "Today's the moment we've been hoping for."

"Making a movie dedicated to us?!" Sonata asked, excitedly.

Adagio, eyes widen, facepalmed herself again.

"Urgh… No Sonata," Adagio said, annoyed. "That's the _other_ plan. I'm talking about our chance to feed off the negative energy of ALL the ponies and rule Equestria together!"

"Oh… Right," Sonata said, innocently.

"Again?" Aria groaned. "Adagio, this is getting old."

"Oh please, Aria," Adagio said, shaking her hoof. "This time it's perfect because the ponies of this world will be in for a big surprise. Because now that our pendants are fully restored, the Dazzlings are back, baby! And thanks to me, taking over Equestria will be easy as pie. Starting with claiming this castle for our very own."

"But doesn't the castle belong to some pony else?" Sonata asked.

"Not anymore," Adagio replied, with a smirk. "From now on, it's _our_ castle."

"Whatever," Aria said, uninterested.

"Well if you have a better idea, Aria," Adagio argued. "Please, share it with us."

Aria was about to speak, but simply flipped her hair back and looked away.

"I thought as much. You know, Aria, the more you hang out with us, the more I realize you're not interested in anything at all!"

While Adagio argues with Aria, again, Sonata looks around the library. Then she saw it… The Book of Disney, sitting on a pedestal. Being the curious little siren, she took one look at the book and grabbed it. Opening the book, she flipped through several pages and found it not only had letters but lots of pictures which she liked the best. They ranged from a human knight on horseback fighting a malicious dragon, a shiny underwater kingdom and even a big black creature with large wings and horns. The last image gave her chills just looking at it. After a few flips through the book, she found one picture that made her giggle.

"Funny blue guy," She said to herself.

Eventually, she flipped back the pages to the beginning of the book and found the second story. Since her friends were still arguing, Sonata read the story to entertain herself.

"To think I would keep a throne for _you_!" Adagio yelled at Aria. "Urgh, sometimes I just want to punch you so hard you'll stay in a hospital for months!"

"Oh yeah?" Aria asked, challenged. "You want to punch me so bad, then why don't you do it right now?"

But then, just as Adagio reached for Aria's throat and reeled her other arm for a punch, something sparked inside the book while Sonata read quietly. Suddenly, a bright light shone from the book catching the blue siren by surprise.

"Uh… Adagio?" Sonata asked, nervously.

"And that's exactly why… Shut up, Sonata. And that's exactly wh…"

Before Adagio could finish, she quickly turned to her fellow siren as the bright light grew bigger and brighter out of the book.

"What did you do, Sonata?" Adagio asked, wide-eyed.

"Nothing. I was just reading and then…"

But before Sonata could finish her sentence, the book began to suck her inside. She struggled against the force, as Aria and Adagio stared.

"AH! Adagio, help me!"

"Sonata!" Adagio snapped.

The yellow siren raced toward her, trying to pull her away from the book.

"Aria! Some help over here, please!"

"Can't," Aria said, disinterested. "I'm checking my hooves."

"ARIA!' Adagio shouted.

"PLEASE!" Sonata asked.

Aria groans and approached her fellow sirens to help. Adagio and Aria pulled as hard as they could, but suddenly all three sirens got sucked into the book. Once again, the book snapped shut showing only the cover.

The three seductive sirens flew through a hole in space, screaming their lungs out. Along the way, they saw strange images while thunder rumbled. From a giant black monster expanding its huge wings, a man with a kind of miter and goatee laughing manically, an Evil Queen in her witch form and more nightmarish images. They're bodies began to shift and shine, a change in progress. No longer hooves, but hands. No longer long tails, but legs. No longer muzzles, but different kinds of faces. A change they were all too familiar with. Their trip, like a Haunted Mansion ride, ending in a bright light at the end of the tunnel.

_And that my faithful readers is what brings us to now._

The sirens fell to the ground, the portal disappearing. They grunt from the pain, rubbing their heads.

"Urgh…" Aria groaned. "What was that?"

"I don't know," Adagio answered. "But I had a tiny feeling déjà vu back there."

Suddenly, they all looked around finding themselves in new surroundings. They appeared to be in a village, it was nighttime, and not a single living soul could be seen at this hour.

"Where are we now?" Adagio asked.

Suddenly they look toward their bodies and finally noticed they turned back into humans again… With their respective clothes.

"You got to be kidding me!" Aria groaned.

"We're human again?!" Adagio asked.

"This is all your fault!" Aria accused Sonata. "I knew you're the worst!"

"Don't look at me!" Sonata defended herself. "You girls were arguing, so I thought I'd catch up on some reading. I didn't know the book would suck us in."

"This is exactly why I told you 'never' to touch anything," Adagio said, glaring at her fellow siren. "Not even books!"

The blue siren turned human took a small step backwards, facing the ground.

"I'm sorry…"

"Never mind! Never mind!" Adagio waved it off, looking around. "What is this place?"

"Some kind of old village," Aria observed. "Like the time before we found that school, I guess."

"Hmm…" Adagio thought, a finger on her chin. "This place feels different… But I can't put my finger on it."

"Now what do we do?" Aria asked, glaring toward Sonata. "We're once again trapped, and this time, it's not because of some old geezer unicorn!"

"I told you I was sorry," Sonata said.

"Yeah? Well, _sorry_ isn't enough!" Aria yelled. "Because of you, now we have to start from the bottom… Again!"

"Quiet, you two!" Adagio shouts. "I'm trying to think."

The blue and purple sirens stayed quiet for a few minutes, while Adagio looked around. Eventually, she gave up.

"I've got nothing," The yellow siren sighed.

"Well that's just great," Aria said. "Not only are we stuck here, our fearless leader doesn't have a plan!"

"If you've got a plan of your own, tell us already!" Adagio said. "Pfft… Not that you'd have one."

Aria growled, but Adagio wasn't intimidated at all.

"Can I say something?" Sonata interrupted.

"WHAT?!" Aria and Adagio yelled.

"I'm hungry and thirsty," The blue siren said, pouting.

Adagio placed a hand on her face, groaning.

"Sonata, we are once again trapped in another world, and you are only thinking about food?!"

"I can't help myself," The blue siren shrugged. "I haven't eaten for a while."

"As much as I hate it, I agree with her," Aria nodded. "I'm hungry too.

"Very well," Adagio sighed. "We'll go inside that inn over there."

Adagio points toward a house close to the harbor. It had a lantern and a sign that read, the 'Red Lobster Inn'… _No, not THAT 'Red Lobster'_. The siren-turned-humans walked towards the inn, hearing the sounds of the ships' horns as they were either leaving or docking.

"I don't suppose they serve tacos there," Sonata replied.

"What is it with you and tacos, Sonata?" Aria asked.

Adagio, ignoring them, reached for the door and opened it. Finding a couple stairs, the three walked downward till they were finally inside the inn. Looking around, they saw a few people drinking while someone was playing the piano. The girls didn't know they were being watched. Not just by some of the regulars, but by a very peculiar person not far away from them.

"Alright, girls," Adagio said. "Let's find a seat."

The three singers walked further till they were close to the person watching them the most. It was an obese man, with white hair and green eyes. He wore a big red coat with yellow buttons, a dark blue scarf, black boots, brown gloves and a grey hat with a tiny feather. He was smoking a pipe while he watched the girls.

The sirens looked around till they saw the strange man. He smiled as he smoked, offering a seat at his table. The three girls eyed each other, before deciding to take the offer as each grabbed a chair. Adagio sat next to the strange man, while Aria and Sonata sat down.

"You're not from here, are you?" The man asked, with a Cockney accent.

"What makes you say that?" Adagio asked.

"Your clothes," The man pointed out, smoking his pipe. "I haven't seen folks wearing clothes like these. It's kind of unique."

"Well, you are right, mister…?" Adagio asked.

"I've been called many names, but you can call me The Coachman," The man answered. "And who are you three lovely ladies?"

Adagio couldn't help but feel flattered; after all, she loves adoration.

"I'm Adagio Dazzle and these are my companions Sonata Dusk and Aria Blaze."

"Hi," Aria said, bluntly.

Sonata only waved nervously. The man, known as the Coachman, made her uncomfortable.

"May I ask what your business is here?" He asked.

"It's… Difficult to explain," Adagio admits. "You probably won't believe us."

"Ladies, there's nothing you say that would be difficult to understand. I'll believe any word you say."

The sirens faced each other and nodded.

"Alright, we…"

Before Adagio could begin, two strange visitors appeared in the inn: The sly fox and dimwitted cat. The evil trio didn't know about these two and Sonata was immediately surprised.

"Look, Dagi," Sonata pointed out. "A cat and fox walking on two legs! How silly!"

The cat and the fox were busily conversing with each other, the fox doing most of the talking.

"Well, Gideon, we finally did it," Honest John declared, while the cat nods at everything. "Another successful scheme! I told you we'd be on _easy street_."

Suddenly, Honest John spots the three girls with the Coachman. He became very interested in the girls, as he straightened his clothes and made sure his hat was straight.

"Let me take care of this," Honest John winks to his partner.

The fox approached the sirens, giving a bow and introduced himself.

"Good evening, ladies. Honest John's the name, helping women is my game."

Adagio and Aria looked at each other, rolling their eyes. True they expected a boy or man to flirt with them, even if they're not under their spell. But getting hit on by a talking fox was totally unexpected. Sonata merely giggled at the flattery, not knowing any better.

"This is my friend, Gideon," The fox introduced, as the cat tips his hat. "May we have a seat with you?"

The girls looked at each other. Sonata shrugged, while Aria shook her head. Adagio took one look at the Coachman, who gestured 'They can join us, but you decide.' Adagio sighed and faced the two oddballs."

"Fine," Adagio replied.

"Thank you, ladies," The fox replied.

He sat between the Coachman and Adagio, while the cat sat between Aria and Sonata. Gideon moved his eyebrows toward Aria, attempting to seduce her. Aria wasn't pleased and punched the cat in the face, making him fall to the ground.

Suddenly, the bar keeper approached the company.

"Can I help you?" He asked.

"A beer, please," The Coachman said.

"One for me too, barman," Honest John said. "You, Giddy?"

The cat, standing up, slowly nodded. He had a black eye after that punch.

"Make that three beers, good sir," Honest John said.

"And for the ladies?" The barman asked.

"We'd like some water, please," Adagio said.

"I'd like to try a beer too!" Sonata said.

"Are you sure, Sonata?" Adagio asked. "Do you know what happens if you drink too much of that stuff?"

"Uh… No?"

"Okay, she'll have one," Adagio told the bar keeper.

"Yippee!" Sonata cheered.

"Okay, so that's four beers and two waters," The barman noted. "That'll be fifteen coins, please."

Adagio reached in her pockets, but sadly found nothing.

"Crud, I don't have any money," Adagio muttered. "Aria, Sonata. Have you got any change?"

"Don't look at me," Aria shrugs. "Sonata always keeps the money with her."

"Oops… I forgot to tell you," Sonata realized. "It's still in our _other_ home."

"SONATA!" Aria and Adagio yelled, facepalming.

"This is just great," Aria said. "I knew we shouldn't trust you with money!"

"I didn't even know we were leaving!" Sonata argued.

Seeing the two girls bickering, the fox saw this as an opportunity.

"Allow me, ladies. I'll pay for your drinks."

The fox reached for a few coins from his pocket handing them to the barman.

"Keep the change, good sir."

Gideon and the Coachman paid for their own drinks, as the barman counted the money.

"They'll be coming right up," The barman said, leaving the company.

"Thank you, Mr. John," Adagio said.

"Like I said, I live to help the ladies," The fox said. "Especially pretty ones like you."

Adagio paid no attention, looking around the inn. That's when Honest John noticed the trademark choker with a red gem.

"That's a pretty necklace you got there. Haven't seen gems like these before, must be quite a fortune."

The fox slowly tried to grab the gem for a closer look. Adagio saw what he was doing and quickly grabbed his hand, twisting it and made the fox cry in agony.

"AAHH! Milady, you're breaking my hand!"

"You should know better than to flirt with me," Adagio glared. "And trying to grab my pendant!"

"Okay, okay! I won't touch it!" The fox yelled. "You're hurting me!"

Adagio glares for a few seconds before releasing his arm. Honest John rubbed his arm to make sure it's not broken. The Coachman just smokes his pipe, watching the scenery with interest.

"Sorry you had to see this, Mr. Coachman," Adagio replied. "But he left me no choice. These pendants mean an awful lot to us and we'd hate for anything to happen to them."

"The fox is right, you know?" The coachman inquired. "Those gems you wear look like they're worth a fortune."

"Oh, these aren't ordinary gems," Adagio assured. "They're a living part of us."

Honest John blinked a few times, before turning to Aria.

"Is she crazy?"

"Nope," Aria shook her head.

"What do you mean 'living part'?" The coachman asked.

"Very well, I'll tell you _everything_," Adagio replied.

She began to explain the whole story, of how they are Sirens from a world known as Equestria, creatures that fed off the negative energy of other creatures through their music and song. The tale of how they were banished to a world different than this because of a group of ponies and their leader, a unicorn wizard. That they survived for thousands of years till they regained their strength. Then they told them of a school they set out to conquer, before they encountered these girls called 'The Rainbooms', who defeated them and destroyed their gems. Adagio explained how she found a way to repair them, and ever since that night she swore revenge on the girls. Eventually she reached the part where they discovered the school had a portal that could bring them home, and how they succeeded. Then she told them of how Sonata found the strange book and thus how and why they are here. The Coachman, the fox and the cat were all interested in the Sirens' story.

"So, your sirens from another world banished by some unicorn wizard?" Honest John asked.

"Yes," Aria nodded.

"And your musical powers put people under your control?" The coachman asked.

"Precisely," Adagio answered.

"Ladies, I think this is going to be the start of a beautiful friendship," The coachman grinned.

"Let's make a toast," Honest John declared, raising his cup.

"To what?" Adagio asked.

"To our new alliance, of course," Honest John replied.

"Very well," Adagio said. "Cheers."

Everyone at the table clinked their glasses and cups to each other. All through the night, the Sirens conversed with their new companions discussing various things. Let's just hope our heroes are prepared for this threat.


	7. Sinister Stromboli - Sad Reunion

**Prankster's Paradise**  
**Somewhere in a restaurant**  
**Two hours before the evil stuff happens**

After watching Pinocchio, Apple Bloom and Tender Taps' successful performance, unsure of what to do next, our heroes were discussing things while having dinner at a restaurant. The waiters and regulars were very surprised that tiny talking ponies and a dragon arrived, but otherwise minded their business. During this time, they ordered various Italian food from spaghetti and garlic bread, just to name a few. Pinkie took a huge bite of her vegetarian spaghetti.

"Mmm…" The pink party pony sighed. "These Italians sure make great food!"

"Ah can't believe it," Applejack spoke, sadly. "They have success, even my sister."

"Not to mention all the money they'll earn," Rainbow added.

"They looked very happy indeed," Twilight sighed.

"So, what we will do?" Spike asked. "Let them live their lives here as actors?"

"I think its best we talk to them first," Twilight said. "If they really want to do this, we should hear them out."

"Twilight?" Applejack asked, looking sad. "Is there a chance ah will never see mah little sister again?"

"I'm not sure, Applejack. I never considered if the book would allow them to stay."

The thought didn't make Applejack feel better, as she looked down. Twilight nudged her back.

"Cheer up, A.J. Everything's going to be fine."

Jiminy did the same thing. But since he's small he rubbed her arm.

"Yeah, I'm sure those three are still thinking about us."

"I know, but ah still can't believe it," Applejack said. "Mah baby sister being an actor along with Tender and Pinoke. They'll probably tour the entire world!'

"Well, technically she's not a baby anymore," Pinkie points out. "I mean, she's still little and…"

Pinkie never finished when she saw Applejack scowl, growling at her. The pink mare smiled sheepishly, with a nervous chuckle.

"I'll be quiet."

"What about Geppetto?" Fluttershy asked. "He'd be heartbroken if he doesn't hear from Pinocchio."

Every pony was silent when she mentioned Geppetto, whom they promised they'd look out for his son. Twilight thought for a moment and came to a decision.

"You're right, Fluttershy," Twilight nodded. "We better have a good talk with them."

"Check, please!" Pinkie called, wiping her mouth with a napkin.

Soon enough, the waiter arrived with the bill.

"Here you go, ladies."

"Thank you," Pinkie replied.

The girls and Spike took out a few bits, casually handing them to the waiter, who stared in awe.

"Real golden coins," He gasped.

"And here's a little something for your effort, darling," Rarity added.

She took out a purple gem, giving it to the waiter. The man himself had no ide what to say.

"Magnificent," He gasped, studying the gem.

"Thank you, sir," Twilight said. "Now if you'll excuse us, we have other business to attend to."

"The food was deeeeeelicious!" Pinkie said, smiling.

The girls made their way outside while the waiter silently waved with a smile.

"Golden coins and gems?" Jiminy noted. "Boy, you girls are loaded!"

"Well, it depends," Twilight replied. "It's just our payment method back in Equestria."

"You know, I still can't believe it," The cricket said. "I, Jiminy Cricket, hanging out with talking ponies and a talking dragon."

"Well, it's not every day we hang out with a talking cricket either," Rainbow replied, smiling.

"Your world truly sounds interesting," Jiminy replied. "You think I could see it some time?"

"Who knows, Jiminy?" Spike replied. "Who knows?"

They weren't outside for long when they noticed the weather wasn't on their side tonight.

"Great," Spike muttered, as it began to pour. "Now it's starting to rain."

"It'll take too long if I try to clear all those clouds away," Rainbow pointed out.

"Or… We can just use these umbrellas and walk through it," Rarity offered, showing a few umbrellas.

"How did you…?" Twilight asked.

"I always come prepared when it comes to adventures, darling," Rarity replied. "One never knows."

All of them, including Jiminy, opened their umbrellas to protect them from the raindrops. Together, they ventured toward Stromboli's caravan.

* * *

**Stromboli's Caravan**  
**30 minutes earlier**

The rain poured everywhere, but it was no problem for those who live in the caravan. The only other sound heard was the sound of celebration and song.

"_I got-a no strings, but I got-a the brain_  
_I buy a new suit and I swing-a the chain_  
_I eat-a the best and I drink-a champagne_  
_I got-a no strings on me."_

Inside the caravan, Pinocchio and two foals sat at the table. The puppet master grabs food with his large knife while singing his heart out. He also moves a few coins to the other side of the table as he laughs joyfully.

"Bravo, Pinocchio! And you too, Apple Bloom and Tender Taps."

"Thank you, Mr. Stromboli," Tender replied.

"They like us!" Apple Bloom said, with an adorable smile.

Stromboli put the tip of the knife into his mouth, eating the food. Then he placed a few more coins on the same side of the table.

"Hmm, two hundred. You are sensational!" He complimented, grabbing an olive with his knife.

"You mean, we're good?" Pinocchio asked.

"Ah, three hundred!" Stromboli said, placing the coins on the same side. "You three are colossal!"

The puppet master dangerously cut off a big piece of bread where Pinocchio sat. It was also dangerously close to Apple Bloom. Luckily, no one got hurt. But the yellow filly stared at the knife with big eyes while chuckling nervously.

"Does that mean we're actors?" Tender asked.

Stromboli bit off a huge piece of an onion before he spoke.

"Sure. I will _push_ you all in the public's eye!"

Stromboli literally pushed them as he spoke. He grabbed Pinocchio close to his face before letting him drop on the table.

"Your faces, they will be on everybody's tongue."

A few tears fell from Pinocchio's eye, probably from the smell of the onion.

"Will they?"

"Ye—"

But before he could finish his word, he saw something he didn't like: A metal washer. He picked  
it up and examined it closely.

"Uh, huh? What's this?"

He bit the washer making it bend. He slapped against his head and cursed loudly in his own language. The kids were confused at this moment. But suddenly, Stromboli stopped cursing, his eyes open wide in realization. He sighs calmly, grabs Pinocchio's hand and gave him the metal washer.

"Ahh! For you, my little Pinocchio. I will see if I can find one for you two, my little Apple Bloom and Tender Taps."

"Huh?" The two foals said, facing each other in confusion.

"For me? Gee, thanks!" Pinocchio said with a smile. "I'll run right home and tell my father!"

"Yes, well, it's been real fun," Apple Bloom replied. "Thanks again, but maybe it's time to go to mah sister and tell her about our performance. I can't wait to hear what she'll say if we earn a lot for the farm."

Stromboli was drinking a bottle of wine, but when he heard what they said he violently spat the wine out of his mouth.

"Home?" He asked in confusion, then laughed. "Oh, sure. Going home to your father and sister. Oh, that is very comical!"

Tender Taps was about to leave with Pinocchio and Apple Bloom when the puppet master's words made him turn.

"Ya mean it's funny?"

"Oh, sure! Yes," Stromboli laughed.

"We'll be back in the morning," Pinocchio said, tipping his hat.

"We promise," Apple Bloom assured.

But then Stromboli shook his head and grabbed Pinocchio.

"Be back in the morning," He replied, slapping his head and cursing in Italian. "Going home."

Then strangely Stromboli started laughing as he lifted Apple Bloom with his other hand. Pinocchio got mixed in the laughter.

"Uh, yes," Apple Bloom replied, laughing.

Tender Taps didn't know what's going on, but he laughed along. Stromboli walked past a few marionettes toward a big bird cage. He pet the pony and puppet on their backs while he kept laughing. Suddenly, his laughter stops. Grabbing Apple Bloom with the same arm holding Pinocchio, he quickly opened the cage and threw them both inside.

Tender saw this and gasped. He tried to run away, but the puppet master grabbed him.

"Come here, you!"

And just like that, Tender Taps was thrown inside the cage before Stromboli closed it with a lock.

"There, this will be your home," Stromboli said. "Where I can find you always."

It was then Stromboli finally revealed his true colors: Cold, malicious and only obsessed with one thing: Earning lots of money. The children were totally surprised and shocked.

"What?! No!" Apple Bloom said.

"No, no, no!" Pinocchio yelled.

"Yes, yes, yes!" Stromboli yelled back, pounding his chest. "To me… You all are belonging."

The foals and the puppet couldn't believe that they were suddenly slaves.

"We will tour the world," Stromboli declared. "Paris… London… Monte Carlo… Constantinople!"

Stromboli did a funny dance wiggling his big behind, but they knew this was no time for laughter.

"No, no!" Tender yelled.

"Yes!" Stromboli yelled back, slamming his hand on the table. "We start tonight!"

Then he turned toward all the coins with a big smile. He started piling all the coins in a bag, mumbling to himself before showing his bag of gold to the children.

"You will make lots of money… For me!" He declared, shoving the bag in his red belt.

The kids were still in shock, even Pinocchio shook his head.

"And when you are growing too old…"

The puppet master grabbed an axe, licked his thumb and rubbed the sharp edge of the blade.

"You, my little puppet, will make good… FIREWOOD!"

To prove his point, he hurled the axe toward an old, useless puppet lying on a box with logs for firewood. Stromboli laughed loudly, scaring Pinocchio.

But then he stopped laughing when he saw the little foals, who trembled with fear. He slowly reached for a knife as he approached them.

"As for you two ponies, you'll soon pull my caravans. If you're getting too old and useless for me… I will cut you to pieces and have horse meat for DINNER!"

Stromboli stabbed his knife through the table, laughing loudly. The foals and puppet panicked and pulled hard on the cage.

"Let us outta here!" Pinocchio yelled.

"Please, let us out!" Tender yelled.

"We gotta get out!" Apple Bloom yelled. "You can't keep us!"

Stromboli, who was walking away, had enough. He turned around and his entire weight shook the entire caravan, causing the foals and the puppet to crash on their backs.

"QUIET! SHUT-A UP… Before I knock-a you silly!" Stromboli yelled, glaring.

But then his glare changed to a smile, which scared the children ironically.

"Good night," He said, blowing them a kiss. "My little wooden and furry gold mine."

The three watch silently as he laughed evilly, slamming the door behind him. It was so hard the candle blew out, leaving the children in the dark room.

"No! No, wait!" Pinocchio called out, pulling the bars. "Let me out! I'll tell me father!"

Apple Bloom and Tender Taps did the same, even though the door wouldn't budge.

"Let us out, you bully!" The yellow filly threatened. "You'll be sorry when mah sister and friends get here!"

While they struggled to get out, they heard the puppet master yell toward his horse. To their shock, they were leaving town.

"Giddyap!" Stromboli shouts. "Get along there."

The caravan began to move, the puppet and foals began swinging side to side in the cage. They looked outside the window, watching the ominous swinging of the marionettes.

"We're in big trouble," Apple Bloom said.

"What'll we do, Apple Bloom?" Tender asked, frightened. "I don't want to get old and end up as food!"

"We must cry for help and hope Jiminy or Twilight hears us!" Pinocchio said, starting to yell. "Jiminy! Oh, Jiminy!"

For the first time, Pinocchio blew a perfect whistle. It didn't take long for the foals to aid their puppet friend.

"Applejack!" Apple Bloom yelled. "Big sis!"

"Twilight! Spike!" Tender yelled.

But no person or pony could hear them, between the moving caravan and the weather. But they were desperate and kept trying.

"Jiminy! Oh, Twilight, where are you?!" Pinocchio yelled, whistling again.

"Applejack!" Apple Bloom yelled.

"JIMINY CRICKET!" Pinocchio yelled one last time.

But suddenly, a loud thunderclap could be heard, Apple Bloom screamed and ducked next to Pinocchio, who was scared. Tender wasn't feeling any better and leaned beside his friends. They huddled close together, realizing there will be no one coming to their rescue. For now, they know who Stromboli really was: A heartless puppet master who burns puppets too old to perform, who slaughters and eats ponies just the same. The reality of the circumstance hit them hard, the trio began to sob. They cried in fear and guilt, while the loud thunder rumbled again and again.

**The Village**  
**Present Time**

The rain grew worse, the thunder rumbling across town. Stromboli's caravan drove through the streets and though Twilight and her friends had time to catch up, it was too late. The caravan was far ahead, while they stood there watching from under their umbrellas.

"Ah, can't believe it," Applejack said, sadly. "They left without even saying goodbye."

"They forgot about us," Rarity sobbed.

"Applejack, I'm so sorry," Twilight said.

"No… It's my fault. I shouldn't have overslept; ah should've been there. Watching over her, like I promised. All three of them… And I failed!"

At this point Applejack couldn't contain herself, shedding tear drops along the rain.

"Well, there they go," Jiminy declared. "Sitting in the lap of luxury, the world at their feet and hooves. Oh well, I can always say I knew them when."

"I don't think that's very helpful, Jiminy," Spike said.

"Come on, girls," Twilight sighs, sadly. "Let's just go out of their lives quietly."

They were just about to leave but took one last look at the caravan. Even as they walked further along, they just couldn't stop thinking.

"This is a sad way to end a story," Pinkie said.

"I know what you mean," Spike said. "I would've liked to at least wish them luck."

Twilight stopped, as if pondering the idea.

"You know, Spike. We should do that. After all, that's what friends and family do, right?"

"Sure!" Jiminy said. "Why not?"

"Come on, every pony and cricket," Pinkie called, chasing the caravan. "After that caravan!"

"Wait up, ya'll!" Applejack called, following.

It didn't take long before the others followed Pinkie and they were just a few steps toward the door. Twilight tried to open it, but the door wouldn't budge.

"It's locked," Twilight said.

Rainbow looked around the caravan till she saw something that gave her an idea.

"There's an open window on the side," Rainbow noted. "I'll go inside and see if I can open the door from there.

"Be careful, Rainbow," Twilight said.

She flew through the window inside the caravan and unlocked the door. With that done, every pony walked inside looking around the dark room.

"Good job, Rainbow Dash," Twilight said.

"Yeah, I'm that awesome," Rainbow bragged.

"Pinocchio!" Jiminy called.

"Apple Bloom!" Applejack called.

"Pinocchio! Apple Bloom! Tender Taps!" Pinkie called. "It's us, your friends, remember?"

"Applejack! You came!" Apple Bloom called, with tears of joy.

"Jiminy!" Pinocchio said. "Gee, I'm glad to see ya!"

The ponies and Spike turned but gasped in shock. Pinocchio was sitting on the swing, while the little foals were holding the bars at the bottom of the cage.

"What the hay?!" Rainbow shouts.

"Children! What's happened?" Jiminy asked.

They approached the cage, while Jiminy mostly jumped being a cricket.

"That's not a great place for actors to sleep," Pinkie noted. "It's depressing."

"Pinkie!" Twilight said.

"What? It's true."

"Apple Bloom, what did he do to ya?" Applejack asked, placing her hooves on the cage.

"Oh, he was mad," Pinocchio explained. "He said he was gonna push our faces in everybody's eye."

"Yeah?" Jiminy asked.

"A-A-And just 'cause we are gold bricks, he-he's gonna chop me into firewood!" Pinocchio added.

"And he wants to chop me and Tender into little pieces and eat us for dinner!" Apple Bloom cried.

"Oh, you poor little dears," Fluttershy said, her hooves covering her mouth.

"Is that so?" Jiminy asked.

Pinocchio and the two foals nodded.

"Why that filthy, stinkin' yellow-belled…" Applejack muttered angrily, approaching the door. "Ah'm stoppin' this caravan and gonna teach that fatso a lesson!"

"Applejack, don't!" Twilight warned. "He could be very dangerous!"

"He is, Twilight!" Tender confirmed. "He has a knife and an axe!"

"I never knew someone like Stromboli could be that cruel!" Rarity said.

"What do we do?" Pinocchio asked.

"Now, don't you worry, son," Jiminy said.

"We're getting you out of there," Applejack said.

Twilight inspected the lock holding the cage door.

"We need to open that lock," Twilight said, looking around. "But I don't see a key."

"Allow me, princess," Jiminy offered, hopping toward the lock. "Don't worry. I'll have you out of here in no time at all."

The cricket struggled to crawl inside the keyhole.

"Why, this is—Eh, just as easy as… Rollin' off a—"

Before he could finish, he suddenly fell inside the lock. Every pony, dragon and puppet waited while they heard metallic clinking sounds from the lock.

"How's it going in there?" Spiked asked.

Suddenly, Jiminy Cricket emerged from the keyhole, removing his coat and hat before hanging them on a bolt somewhere on the lock.

"Kind of rusty," He said.

The cricket went back inside to work on the lock. More metallic sounds were heard as every pony listened closely.

"Needs a little oil!" Jiminy said, but then he and every pony heard an echo.

"That's what I said," Jiminy said to the camera.

"I have some oil!" Pinkie offered, pulling a can from her mane.

"Hold on, Pinkie!" I think I almost got it!"

Jiminy tried to pry the mechanism with his umbrella. Pinocchio looked inside the lock while Jiminy struggled. But suddenly, the cricket shot out the keyhole with a scream. Every pony watched and found him hanging on the cage stuck on a spring.

"Must be one of the old models," Jiminy chuckled.

Twilight used her magic to free Jiminy from the spring.

"That means the lock is broken and can't be opened anymore."  
"Maybe we can try to break those bars!" Rainbow pointed out. "They're made of sticks, so that should be easy."

Rainbow tried to break the bars with her hooves but struggled to make a dent.

"Or… Maybe not so easy."

She tried again, pulling harder and harder. The bars appeared to spread a tad apart.

"Come on… Come on…"

Rainbow struggled to hold the bars wide, but then she gave up and the bars assumed their original position.

"Man! Those are strong sticks!"

"What else have we got?" Twilight asked.

"I don't suppose my party cannon would be useful," Pinkie suggests.

"Pinkie, we're trying to save them!" Applejack said with a glare. "Not blow them up with cake or confetti in their face!"

"There's a few knives and axes here," Rainbow Dash pointed out. "We can either pick the lock or cut the bars."

"As much as ah think it's a good idea," Applejack said. "It's a small cage and there's three children in there. I won't take any chances."

"I got it!" Spike said, snapping his fingers. "I can burn the lock off easily."

"But aren't those bars made of wood?" Rarity asks. "Like Pinocchio."

"Hey, I can be careful. I just need a steady aim, control the heat…"

"Ah can't believe ah'm hearing this," Applejack shook her head. "No cannons! No knives! No axes! And NO fire!"

"But we can't just leave them like this!" Rainbow argued.

"Ah know, Rainbow!" Applejack argued back. "You think ah don't want them free as soon as possible?!"

"Uh girls, can we please not shout in the home of a person who'll possibly kill us if he finds out we came to free the children?" Fluttershy asked.

Then every pony went silent, they knew Fluttershy was right.

"We'll have to think of another plan," Twilight said.

"You mean, you can't open it?" Pinocchio asked.

"I'm sorry, kids," Jiminy said, while Pinocchio dressed him into his hat and coat. "Looks pretty hopeless."

"We'll find a safer way to get you out of that cage," Twilight assured. "But I think it'll take a miracle to get you out of here."

"Gee," Pinocchio sighs.

"Don't worry, young'un," Applejack said, holding Apple Bloom's hoof. "I'm here, and I ain't goin' anywhere."

Every pony sat on their haunches, thinking hard on another plan to free the puppet and foals. Suddenly, Pinkie heard something like someone calling.

"Pinocchio!" A voice called.

"Hey, every pony," Pinkie said. "Did you hear that?"

"Hear what?" Rainbow asked.

"I heard some pony call Pinocchio's name," Pinkie said.

"Pinkie, you're probably dreaming it," Spike sighed.

"No seriously!" Pinkie said, approaching the window. "Hello!"

"Pinocchio!" The voice said.

Suddenly, a loud thunderclap crashed against the sky scaring Pinkie Pie. Suddenly, she got the hiccups and began to giggle.

"Pinkie please!" Twilight said, seriously. "This is a serious situation!"

"Oops, so-HIC sorry Twilight," Pinkie said, softly. "I-HIC best hold my-HIC breath and count to-HIC ten."

And that's what Pinkie did, while every pony else thought hard. Applejack, Jiminy and Fluttershy did their best to comfort the little ones. This was going to be a long night.


	8. Lesson in Lies - An Evil Scheme

**Prankster's Paradise**  
**Stromboli's Caravan**

The ponies were still thinking for a new idea to free Pinocchio, Apple Bloom and Tenders. Sadly, some of them gave up too soon while every pony else kept trying. But as Jiminy and Twilight said: It would probably take a miracle to get them out of that cage. The children shed a few tears in guilt.

"A fine conscience I turned out to be," Jiminy said.

"Some friends we turned out to be," Fluttershy said, sharing the same guilt as Jiminy.

"We should've listened to all of you," Pinocchio cried. "Especially to you, Jiminy."

"And ah should've listened to you, big sis," Apple Bloom said, shedding tears.

"No, it was our fault," Applejack said. "We shouldn't have overslept."

"And we definitely shouldn't have walked out on you three," Twilight said.

"Guess this is it," Tender sighed. "We're gonna be stuck in here forever."

"And I guess I'll never see my father again," Pinocchio said.

"Oh, buck up, kids," The cricked said.

"Yeah, it could be worse," Pinkie said, trying not to cry. "Be cheerful… Like me…"

One of Pinocchio's tears accidentally splashed Jiminy, making the cricket look up seeing the puppet and two foals needed comfort.

"Aw, take it easy, son."

The cricket pulled a handkerchief from his pants pocket, holding against Pinocchio's nose.

"Come on, blow."

Pinocchio blew into the handkerchief and gave a little smile.

"Atta boy," Jiminy said, blowing his nose on the handkerchief.

Applejack gave a 'clean' handkerchief from her bag to Apple Bloom and Tender.

"Don't worry, young'uns," The cowgirl said, smiling. "We'll get you out of here in no time."

"Just let that nasty Stromboli come in here," Rainbow said, shadow boxing in different directions. "I'll show him what happens you lock up children!"

It was then Twilight stopped thinking.

"I GOT IT!"

"Huh?" Every pony said, facing Twilight.

"I forgot I have magic! I can just teleport you three out of the cage."

"Hear that, kids?" Applejack asked. "We're getting you out!"

"You couldn't think of that sooner, Twilight?" Rainbow asked. "Before we started giving up?!"

"Excuse me for thinking about it just now," Twilight said, sarcastically.

"Magic sure can be useful in times of need," Jiminy said, looking out the window. "Oh, and more good news. It stopped raining."

But suddenly, before Twilight can do anything, a familiar blue light approached our heroes.

"Hey, isn't that-?" Pinkie asked.

"It's that star again!" Jiminy said. "Uh, the lady, the—Ooh!"

Pinocchio accidentally fell from the swing, while Jiminy hopped around.

"The Blue Fairy!" Twilight gasped.

"Oh no!" Apple Bloom panicked, while Pinocchio walked around. "What'll she say?"

"What'll we tell her?" Pinocchio asked.

"You might tell her the truth," Jiminy suggests, hiding in a cup of birdseed.

"And nothing but the truth," Applejack added, preparing for the fairy's arrival.

Pinocchio turned around, bent over and tried to hide his face with his hands. Apple Bloom and Tender Taps curled up into tiny balls of fluff hiding their faces with their hooves.

"Don't worry, every pony," Twilight said. "We just tell her what happen, and I'm sure everything will be just fine."

Spike hid behind Twilight while she spoke, as if not entirely convinced. It didn't take long for the fairy, in all her radiance, to appear inside the caravan. Pinocchio slowly opens his eyes, while Apple Bloom and Tender uncovered their hooves to look.

"Why, Pinocchio," The fairy said. "Apple Bloom and Tender Taps."

"Uh, eh, hello!" Pinocchio said, tipping his hat while looking upside down.

"Hello, Miss Fairy," Apple Bloom chuckled, nervously.

"Sir Jiminy! Girls! And Spike!" The fairy said, in wonder.

"Good to see you again, Miss Fairy," Spike replied, waving nervously.

Jiminy, who was doing the ostrich maneuver, revealed his head and took off his hat, as birdseed poured out.

"Well! Uh, this is a—A pleasant surprise," He chuckled nervously.

"Children, why didn't you go to school?" The fairy asked, seriously.

"School?" Pinocchio asked, nervously. "Well, I um—"

"Well, we—" Apple Bloom said.

Unsure what to say, the three turned to the girls and Jiminy.

"It's okay," Applejack said. "Just tell her."

"Go ahead," Jiminy said.

"We were going to school 'til we met somebody," Pinocchio said honestly.

"Met somebody?" The fairy asked.

Jiminy happily nodded. Pinocchio telling the truth also brought a smile to Applejack's face. But that changed when Pinocchio said the next thing.

"Yeah. Uh, two big monsters with big green eyes!"

Applejack's eyes went wide and Jiminy's express was no better. When Pinocchio lied, the craziest thing happened: His nose grew. Every pony saw this, and their eyes went wide, even Pinocchio and the foals were surprised.

"Did you see that?" Rainbow asked.

"What happened?" Twilight asked.

"Was it something Pinocchio said?" Fluttershy asked.

"But wasn't that true?" Spike asked. "I mean, that fox and cat were monsters, right?"

"Why, I—I—" But the puppet couldn't finish his sentence, as he touched his nose.

"Monsters?" The fairy asked. "Weren't you afraid?"

"No, ma'am. But they tied me and my friends in a big sack."

Pinocchio's next lie made his nose grow bigger. A few leaves began to grow at the tip.

"Really?" The fairy questioned. "All three of you?"

Apple Bloom decided to answer.

"Well, uh… Yeah?"

But doing so made her nose grow and she screamed in fright.

"Apple Bloom!" Applejack gasped, glaring. "How dare you fib?!"

I, uh, uh…" Apple Bloom didn't know what to say.

"You don't say!" The Blue Fairy said. "And where were Sir Jiminy, Spike and the girls?"

"Eh, huh? Oh, Jiminy? The girls?" Pinocchio asked.

The ponies tried to motion him to speak no further; the cricket jumped in front of him.

"Hey, psst!" Jiminy ushered. "Leave us outta this!"

"Let us talk with her," Rarity offered.

"They put him in a little sack," Pinocchio lied once more. "And the others were tied against a tree."

Pinocchio's eye made his nose grow so long, Jiminy Cricket landed on top of it.

"No!" The fairy said.

"Yeah!" Pinocchio lied, as flowers bloomed on his nose.

Applejack almost got sick, holding her hoof to her mouth.

"He's making it worse," Twilight shuddered.

"How did you escape?" The fairy asked.

"We didn't," Pinocchio lied. "They chopped us into firewood.

Applejack face-hoofed herself, as Pinocchio's nose became longer. At the tip, a bird's nest appeared, and two baby birds hatched from their eggs. Jiminy, who was in the next, didn't know what to say.

"Oh, now you've done it!" Twilight said.

"Oh! Oh, look! My nose!" Pinocchio panicked.

"And mine too!" Apple Bloom said, touching hers.

"What's happened?" Pinocchio asked.

"Perhaps you haven't been telling the truth, Pinocchio," The fairy said.

"Perhaps?!" Applejack and Jiminy said, in unison.

"As did you, Apple Bloom," The fairy told the yellow filly.

"What?!" Apple Bloom panicked. "Me?!"

"Oh, but I have, every single word," Pinocchio lied again.

"DON'T!" Every pony shouted.

But the nose kept growing, till the green leaves turned red and brown. The two birds flew away while Pinocchio's nose looked like a wilted branch.

"ENOUGH!" Applejack shouts, throwing her hat to the ground. "Ah can't take this anymore. And you, Apple Bloom, you oughtta be ashamed o' yourself! Ya know what ah told you 'bout lying and ya do it anyway!"

"Don't be so hard on them, Applejack," Twilight said.

Pinocchio and Apple Bloom felt very guilty, while Tender Taps tried to comfort his filly friend.

"They should've told her the truth!" Applejack insists. "Then they wouldn't be in this much trouble."

Sighing, Twilight stepped forward as the fairy looked down.

"Miss Fairy, we are to blame for this. They went on their own to school while the rest of us overslept."

"I can forgive you for that, Princess Twilight," The fairy said. "Everybody makes mistakes."

"Actually… It's our fault, Blue Fairy!" Tender spoke up.

"It's okay, Tender…" Jiminy said.

"No… Applejack is right, she was right about everything. We were told not to ditch school and become actors, but we did it anyway. I saw how Apple Bloom wanted to help her sister so badly, wanting to make the money for the farm, I just didn't have the heart to say 'no'. I just didn't want to disappoint the one pony I consider my best friend."

"Tender Taps…" Apple Bloom said, softly.

"Oh, please help us!" Pinocchio begged. "We're awful sorry."

"Miss Applejack is right," The Blue Fairy explained. "You see, children, a lie keeps growing and growing until it's as plain as the nose on your face."

By that point, Jiminy Cricket crossed on Pinocchio's nose to approach the trio.

"She's right, kids. They both are. You better come clean."

"I'll never lie again," Apple Bloom said.

"And me too," Pinocchio said truthfully. "Honest, I won't."

Jiminy ran back into the nest, meeting eye-to-eye with the Fairy.

"Please, Your Honor—Uh, uh, I mean, Miss Fairy. Give them another chance, for my sake. Will ya, huh?

The fairy watched the cricket plead so adorably, she couldn't say 'no' to that face.

"I'll forgive all of you this once. But remember, a boy who won't be good might just as well be made of wood."

"Wow, she'd be great friends with Zecora," Pinkie remarked.

"Shut up," Rainbow whispered.

"We'll be good, won't we?" Everybody and pony said in unison.

"Very well," The Fairy nodded. "But this is the last time I can help you."

With one flick of her wand, and a warm smile, Pinocchio's and Apple Bloom's nose turned back to normal while she disappeared.

"Gee, look everyone, my nose!" Pinocchio said happily.

"And mine too!" Apple Blood said, before facing her sister. "Ah'm sorry, Applejack. Ah really am. I just panicked and—"

"I forgive you, little sis," Applejack said, motherly. "As long as you learned your lesson."

"We sure did, didn't we?" Apple Bloom asked Tender and Pinocchio.

"We sure did," They both said.

"And Tender Taps," Applejack said.

"Yes… Miss Applejack?" Tender asked, nervously.

"I know that was hard on you; I understand why you kids did it. I'm not happy with what you did, but you truly are a good friend."

"Thank you," Tender said, softly.

"Hey, we're free!" Jiminy said.

Sure enough, the door of the cage was unlocked amidst the spectacle.

"YIPPEE!" Pinkie shouted.

"Shh!" Every pony hushed her.

"Oops, sorry," Pinkie said, with a squee.

"So much for the teleportation spell," Twilight sighed.

"Maybe next time, Twilight," Spike said, patting her shoulder.

"Come on, everybody!" Jiminy said, hopping ahead.

They all went to the door and one-by-one they left the caravan in complete silence. While everyone was outside, they watched Stromboli ride off singing without knowing what was going on.

"_I buy a new suit and I swing-a the cane_  
_I eat-a the fish and I drink-a champagne_  
_I got no strings on me."_

They were hiding behind the rock, waiting till the caravan drifted off in the distance.

"Well, that problem's solved," Spike said.

"Toodle-ooo, Stromboli," Jiminy said.

"Goodbye!" Apple Bloom said, loudly.

"Goodbye, Mr. Strombo-!" Pinocchio said, very loud.

"Shh!" Jiminy hushed. "Quiet! Let's get outta here before something else happens."

"Or else, we're going to have to fight him," Rainbow said, then thought. "Although that's not a bad idea…"

"Come on, every pony!" Rarity said. "Let's go back to Geppetto."

"Fine!" Rainbow groaned.

The group ran all the way back to town. Luckily, it wasn't too far as they could just see the rooftops and they would never see Stromboli ever again.

* * *

**The Red Lobster Inn**

Meanwhile, back at the harbor inn, the fiendish girls had aligned with Honest John, Gideon the Cat and the mysterious Coachman. All night they conversed over various things while sipping beer and smoking cigars, well the girls mostly drank. Honest John had told them of the moment they sold a living puppet and two talking ponies to the brutal puppet master, Stromboli.

Adagio had immediately become interested. Not only because of puppets brought to life, but also there were talking ponies in town.

Of course, Honest John had no trouble singing while the pianist played a familiar tune. It was so catchy even Sonata was in the mood to dance along. But for folks just tuning in.

"_Hi-Diddle-Dee-Dee_  
_An actor's life for me_  
_A high silk hat and a silver cane_  
_A watch of gold with a diamond chain_  
_Hi-Diddle-Dee-Day_  
_An actor's life is gay_  
_It's great to be a celebrity_  
_An actor's life for __me_"

After the song, the fox laughed while Sonata clapped her hands.

"Do another song!" Sonata cheered.

"NO!" Adagio and Aria said, in unison.

"And the dummy and mules fell for it…" Honest John laughed, paying no heed. "Hook, line and sinker!"

While he kept laughing, Gideon blew another cloud of smoke shaped like a donut. The cat grabbed it, making Aria's eyes widen, dipping it in his cup of beer and bit off a piece like a real donut.

"How did you do that?" Aria asked the cat.

The cat shrugged, meaning he doesn't know either. Then he hiccups, while the smoke in his hand disappeared.

While listening to John's story, Adagio had her fingers tapping her chin in thought. The Coachman listened too while smoking his pipe.

"And they still think we're their friends!" The fox laughed again. "And did Stromboli pay… Plenty!"

The fox showed the small bag of gold from the puppet master. He kept laughing while the Coachman looked at his pipe and smiled. Aria took one look at the bag and, unsurprisingly, wasn't impressed at all.

"You call that plenty?" Aria asked, mockingly. "Ha! You can't even buy a house with this. It sounds to me Stromboli played you for fools."

"Say whatever you want, dearie," The fox said pridefully. "It's better than nothing. That shows you how low Honest John will stoop, eh, Giddy?"

Gideon was drinking his beer when he heard his name, nodding in response. Suddenly, he accidentally blew in his cup and got beer all over him. Aria and the Coachman raised an eyebrow at the scene.

"It's hard to believe there's a real live puppet in town," Adagio said. "I do believe you about the pony part. Which means, there's Equestrian magic here that will help us get back to power. I say we find them while the night is young."

"And then what?" Aria asked, sarcastically. "Ruin everything because of your cockiness?"

"This is our best chance to make everyone do our bidding again!" Adagio yelled. "Or else, I can just do the job myself and leave you both here to rot!"

"Oh, come on, Dagi—" Sonata begged.

"Calm down, ladies," The Coachman spoke. "No need for you to argue. That Equestrian magic, you speak of, sounds pretty useful. I'd like to know more about it; I happen to have a kind of magic where I live."

"Really?" Adagio asked, interested. "What kind of magic?"

"Ladies… Gentlemen… I would like to make a proposition with you."

"Really? Well, uh, Coachman," Honest John said, sucking his cigar and blowing a cloud of smoke. "What is your proposition?"

"Well…" The Coachman began, smoking his pipe before speaking further.

The man reached into his coat to grab something.

"How would you blokes like to make some _real_ money?"

From inside his coat he pulled out a big sack of gold. He dropped it on the table and the gold became visible, shining under the bright light. The fox, the cat and the Sirens looked at the sack in awe.

"Wow!" Aria said, not moody for the first time. "Now _that_ is plenty!"

"He's loaded!" Sonata said, eyes widen.

Honest John couldn't keep his eyes off the coins in the sack.

"Well! And who do we have to, eh—" He asked, placing his finger against his throat and making a sound to cut someone's throat.

"Hmm… Seems low, even for us," Adagio admits. "But… We'll do anything to help with the plan. As long as we get Equestrian magic in our possession and get back home, we'll take anyone."

"No, no! Nothing like that," The Coachman said. "You see—"

Before the Coachman could speak further, he stopped and looked behind him. The fox, the cat and the sirens looked behind and around, ensuring no one was eavesdropping.

"I think it's safe to speak," Adagio whispered.

"I'm collecting stupid little boys," The Coachman whispered with a smile.

"Stupid little boys?" Honest John and Adagio asked, simultaneously.

Even Adagio wondered where this is going, raising an eyebrow suspiciously.

"You know, the disobedient ones what play hooky from school," The Coachman explained.

"Oh, _those_ stupid boys," Adagio nodded.

"Oh!" Honest John nodded, understandingly.

"What about these… Boys?" Aria asked.

"Well, you see…" The Coachman began.

The next words he spoke were whispered into Adagio and John's ear.

"Yes… Oh!" Honest John said.

"Really?" Adagio said, interested. "No surprise there…. Oh… Hmm, hmm, hmm… My, my…"

Gideon, Aria and Sonata were eager to listen so bad. Gideon came close to Honest John's ear, while Sonata did the same with Adagio.

"This is weird," Aria remarked.

Sonata gestured Aria to come closer.

"Can you really hear what he says?" Aria asked.

"I hope so," Sonata said.

Aria placed her ear against Sonata's, while Gideon looked inside John's ear. He placed a finger inside, twirling it in to clear a path. He placed his ear against the fox's ear again, while placing his finger on the other ear to hear better. It looks like it improved, as he nodded in satisfaction. Eventually the Coachman stopped whispering and spoke normally.

"And I takes 'em to Pleasure Island!"

"Pleasure Island?" The sirens asked.

"Ah, Pleasure Island," The fox nodded, till his eyes widen in realization.

"PLEASURE ISLAND?!"

The shock made the fox push Gideon away, much to the Sirens confusion. The Coachman slowly nodded.

"What about that place?" Adagio asked.

"Do we get to play with the boys?" Sonata asked, innocently.

"I wish that was all, dear," The fox said fearfully. "It's some kind of amusement park on an island, but you don't want to know what happens there."

The sirens saw how scared the Fox was as Gideon picked himself back on his feet. Soon the fox turned to the Coachman, who seemed unfazed by the Fox's reaction.

"You're really going to send them there? But the law, suppose they…?"

"No, no. There is no risk," The Coachman replied, slowly smiling. "They never come back… As BOYS!"

On that last word, the Coachman gave the fox, the cat and three Sirens the most evil, scariest grin they've ever seen. His face completely red, his green eyes big and eerie, his white hair shift into horns, and worst of all, his smile was the scariest part of all. Adagio's smiles could be scary from time to time, depending on the time of day, but even she recognized this guy as the stuff of nightmares. If that wasn't enough, he unleashed a very scary, sinister laugh that rivals Adagio's.

When the company saw that face, they all got the fright of their lives. Gideon and Honest John held onto each other, while Sonata and Aria did the same. Adagio was most surprised, and while it scared her a bit, she tried to hold her ground and stay strong. Gideon and Sonata hid deep in the arms of their friends. Honest John began to sweat in fear, even Aria looked nervous. Then the four cuddled close together fearfully, before the Coachman urged them closer.

Adagio, still surprised by that face, cleared her throat and straightened up.

"You know that Pleasure Island deal sounds really serious. Actually, I'd like to know what goes on there."

"Of course, of course," The Coachman nodded. "Help me out, then you'll have right to know."

"Whatever it is… I'm already beginning to like it," Adagio said, with her trademark smile.

Honest John and Gideon held onto each other in fear again, after now seeing Adagio's smile.

"Brilliant!" The Coachman said, offering his hand. "It's a deal?"

Adagio took his hand without hesitation and they shook on it.

"The girls and I can easily bring many boys to you with the aid of our voices," Adagio said, with another smile. "They won't even know what's coming to them."

She truly was interested in Pleasure Island. What is the Coachman's wicked business on the island that made the fox and cat scared? She just had to know.

"Good," The Coachman said. "Now, I've got a coach load leaving at midnight. We'll meet at the crossroads, and no double-crossing!"

"No sir," Honest John said, fearfully.

"No, sir," Sonata shivered.

"Scout around, and any good prospects you find, bring 'em to me," The Coachman instructed.

"Yes, Chief," John, Sonata and Aria said in unison.

"I'll pay you well," The Coachman said. "All of you; I got plenty of gold."

"Yes, yes," Honest John nodded.

"You won't be disappointed, Coachman," Adagio said. "Tonight, it's going to be your lucky night."


	9. Allergic - Pleasure Island

**The Village**  
**Still nighttime**

After minutes of walking, the ponies, the cricket, the dragon and the puppet reached the village and ran through the streets back to Geppetto's.

"Now, ah hope you all learned your lesson," Applejack said.

"We sure did, Applejack," Pinocchio assured.

"We'll never talk to strangers again," Tender said.

"Do you Pinkie Promise?" Pinkie asked.

"Cross my heart, hope to fly, stick a cupcake in my eye!" Apple Bloom and Tender said in unison.

To demonstrate, they literally crossed their hearts, waved their hooves and put a hoof over one eye as Pinocchio watched.

"You too, Pinoke," Pinkie said.

"Okay," Pinocchio nodded.

It took a couple tries, but Pinocchio managed the same thing with his hands.

"Nothing can stop us now," He said, determined. "We'll make good this time."

"You'd better," Applejack said.

"I will," Pinocchio said.

"Me too," Tender said.

"And me too," Apple Bloom said. "We're going to school."

"That's the stuff, kids," Jiminy said, gliding with his umbrella.

"I'd rather be smart than be an actor," Pinocchio said.

"Same here," Apple Bloom nodded.

"Now you're talkin'!" Twilight said, excitedly.

Everybody and every pony faced Twilight Sparkle, who realized she said it very loud and blushed.

"Excuse me."

"You'll be a real boy in no time, dear Pinocchio," Rarity assures.

"Come on, slowpokes," Jiminy beckoned. "I'll race you home."

"On it!" Rainbow said, smiling.

They all burst into a run with Rainbow, Pinkie and Jiminy taking the lead, Applejack bursting after them, followed by Twilight, Rarity, Spike and even Fluttershy. Pinocchio and the two foals were far behind, but they tried to keep up. Suddenly, a can grabs Pinocchio's pants as the puppet kept running without getting close to home. The two foals skid to a halt, turned around and saw what happened.

"Well, well, children," A familiar voice said. "What's your rush?"

"I gotta beat Jiminy and the others home," Pinocchio said, turning around. "Oh, hello."

By the time Apple Bloom and Tender joined their friend, their eyes widen. It was none other than Honest John.

"Oh no," Tender said, frowning.

"Um, Pinoke?" Apple Bloom asked, watching the puppet run.

"Well, how are the great actors?" The fox asked.

The fox moved his feet too, to appear he was running besides Pinocchio.

"We don't wanna be actors," Apple Bloom said. "Stromboli was terrible!"

"He was?" The sly fox acted, like he didn't know their situation.

As for who was holding the cane, it was that dimwitted cat, Gideon, who checked his nails while doing it.

"Yeah, he locked us in a bird cage," Pinocchio added.

"And he threatened to eat us for dinner!" Tender said, glaring.

"He did?" John acted innocently.

"Uh-huh, but we learned our lesson," Pinocchio said.

"We're going—" Apple Bloom began.

"Oh, you poor, poor things," Honest John interrupted. "To experience such travesty, you must be nervous wrecks."

But then, the fox's eyes widen, and he stopped Pinocchio from running.

"That's it, you are nervous wrecks!"

"We're completely fine!" Apple Bloom argued, stomping her hoof. "Our frie—"

"Now, now, child," Honest John interrupted. "We need to be sure."

The fox cleared his throat, while putting on a pair of glasses on his nose.

"We must diagnose this case at once. Quick Doctor, your notebook."

Gideon grabbed a notebook and pencil. He licked the tip of the pencil to make it write better, ready to write anything Honest John says.

"Bless my soul," The fox examined.

He checked each of the children's wrists, while examining his pocket watch.

"Hmm… Mm-hmm… My, my. Just as I thought. A slight touch of monetary complications with bucolic semi-lunar contraptions of the flying trapezes."

"What is that?" Tender asked.

"Oh, I hope I'm wrong unless we know the other symptoms," Honest John said.

When the cat heard all that, he immediately started writing. Meanwhile, the fox placed his glasses against Pinocchio's tongue while peering inside his mouth.

"Mm-hmm… Say 'hippopotamus.'"

"Hi-ho-hotamus," Pinocchio said.

The fox did the same with Apple Bloom and Tender Taps, and like Pinocchio the glasses against their tongue made it difficult to articulate.

"I knew it!" Honest John concluded, acting like a real doctor. "Compound transmission of the pandemonium with percussion and spasmodic frantic disintegration."

The cat kept writing, even writing in the air and ended it with a dot.

"Close your eyes," The fox instructed the children. "What do you see?"

"Nothing," They all said in unison.

Then the fox placed a handkerchief with red spots in front of their faces.

"Open them. Now what do you see?"

They all open their eyes and see the handkerchief.

"Spots," Pinocchio said.

"Aha!" Honest John said.

"Ah only see a handkerchief with spots," Apple Bloom said.

"Me too!" Tender nodded.

"Maybe you can see the handkerchief, but Pinocchio can't," Honest John replied. "Now that heart."

The fox lifted the puppet's shirt, listening to his heart… If he has one. He even listened to those of the foals. And then, some knocking sound is heard.

"Ooh, my goodness."

The sounds were caused by his cane which he used to knock against a window door, a bottle and a water can. It was as if he was making music.

"A palpitating syncopation of the killer-diller, with the wicky-wacky stomping of the floy-joy!" Honest John declared.

The cat danced in a silly way, till Honest John knocked his head with his cane. The fox grabbed the notebook off his partner's grasp.

"Quick Doctor, that report," Honest John said.

He eyed the notebook, which contained nothing but doodles, as if made by a child. Or in this case, a cat.

"Ooh, this makes it perfectly clear! Dear children, you are allergic."

"Allergic?" Pinocchio said, who looked really sick.

"Yes," The fox said.

"To what?" Apple Bloom asked, raising an eyebrow suspiciously.

"Lots of things, but too many to name," Honest John said. "And there is only one cure: A vacation to Pleasure Island!"

Honest John secretly winked to his partner, who quietly giggled. The foals and puppet were rightfully confused.

"Pleasure Island?" The foals and puppet asked, in unison.

"Yes, that happy land of carefree boys where every day is a holiday!" Honest John declared.

He danced around the children joyfully, while Gideon used his cane like a flute.

"Well, that's real nice, but…" Tender Taps began.

"But we can't go," Pinocchio said, who started to walk away. "We—"

The three were about to leave when Honest John turned them back around, while Gideon prepared his mallet behind his back.

"Why, of course you can go," Honest John insists, turning to Apple Bloom. "Even girls, like you, are allowed."

"But you said, 'Pleasure Island is a happy land of carefree _boys_'," Apple Bloom points out.

"We can make a small exception just this once," Honest John assures. "I'm giving you my tickets."

With a flick of his hand, three 'ace of spades' cards appear which he gave to each child.

"Here," Honest John offered. "One for you, and one for you, and especially for _you_, Apple Bloom."

"Uh?" Apple Bloom said, staring at the card.

"Thanks!" Pinocchio said. "But we—"

"Oh, tut-tut-tut-tut, I insist!" Honest John said.

"But we promised our friends!" Tender Taps argues.

"Your health comes first, young man. Come, the coach departs at midnight."

The fox and Gideon lifted the children by their arms. Apple Bloom next to Honest John, Tender next to Gideon and Pinocchio between the con men. And suddenly, the fox started singing again as they went on their way.

"_Hi-Diddle-Dee-Dee_  
_It's Pleasure Isle for me_  
_Where every day is a holiday_  
_And kids have nothing to do but play."_

While the fox kept singing, Jiminy and his Equestrian friends were looking for the kids.

"Pinoke!" Jiminy called.

"Apple Bloom!" Applejack called.

"Tender Taps!" Twilight called.

"Oh, kids?!" Jiminy called again.

"Where are they now?" Rainbow asked.

"They didn't lose their way, did they?" Fluttershy asked, nervously.

"Children!" Rarity called.

"Now where do you suppose they—Huh?" Jimmy said, seeing what happened.

Before his eyes, Jiminy Cricket witnessed the fox and cat returning and taking the children.

"What is it, Jiminy?" Applejack asked, facing his direction. "Oh no! Not again!"

"What's going on?" Spike asked, the rest following.

"It's that fox and cat again!" Applejack pointed out. "They took the children!"

"But that means…" Pinkie began.

Suddenly, the pink party pony gave a loud gasp. Her eye began to twitch, as she tries to hold her breath, as if she were about to explode. The ponies and dragon stepped back as far away as possible.

"What's going on with her?" Jiminy asked.

"You don't wanna know," Applejack warned, grabbing the cricket. "Come here!"

Before Jiminy can argue, steam burst from Pinkie's ears.

"NOPONY BREAKS A PINKIE PROMISE!" She shouts, in a demonic voice.

Next thing they know, Pinkie bursts after the animals and the kids as everyone breaks into a run after her.

"Pinkie, wait for us!" Rainbow shouts.

"Pinocchio! Hey! Come back!" Jiminy called.

* * *

**The Village**  
**Two hours earlier**

Meanwhile, everything was quiet and not a sound to be heard. Just then, three familiar figures gathered in the middle of the town.

"This is the perfect spot, girls," Adagio observed. "Time to work our magic."

"So only boys, huh?" Aria asked.

"Maybe a few girls too," Adagio said. "But mostly boys."

"This will be easy as pie," Aria said, cracking her neck.

"Actually, I love tacos, but okay," Sonata said, innocently. "Ooh, I know how to lure them out!"

"Really?" Adagio said. "Then be my guest."

"With pleasure," Sonata stepped forward.

Clearing her throat and taking a deep breath, Sonata began to sing.

"_Come little children, I'll take thee away,_  
_Into a land of enchantment._  
_Come little children, the time's come to play,_  
_Here in my garden of magic._"

Suddenly, a few seconds in the song, the doors of the houses open as little boys emerged. Sonata was about sing until Adagio stopped her. The spell on the boys faded, and suddenly they were curious as to what they were doing outside.

"Hey, I'm not finished yet!" Sonata pouted.

"It's not bad," Adagio assures. "But how about we try something else? We want to get these boys to an island of fun, right?"

"Except the fun won't last very long," Aria said, smiling evilly.

"Exactly!" Adagio nodded. "We got to let these boys invested in fun without them knowing the danger. Follow my lead, girls."

Adagio approached the boys, who faced the strange woman curiously.

"Dear boys," She began, catching their attention. "Aren't you all bored listening to silly words and warnings from your parents?"

The question made the boys talk amongst each other, as Adagio continued.

"Don't you know there's a better place in this big world? Because… We do!"

Suddenly, the children got more interested in the subject.

"I know an island in the ocean, a paradise where every day is a party," Adagio laughed. "Where you can play, and eat, and drink as much as your little heart desires. And of course, all for free!"

Now the kids were more excited to hear this.

"Are there any schools there?" One boy asked.

"Schools? Hah!" Adagio laughed. "No, dear child. There are no schools there. No tyrannical teachers or parents. No orphanages where you have to eat disgusting chunky porridge every day."

She emphasized by sticking out her tongue in disgust, the children doing the same.

"Say, do you want to come with us?"

"Yes, yes!" The children said, eagerly.

"I thought so," The siren said, smiling.

Then, Adagio started singing and danced in a sensual way.

ADAGIO:  
"_Shouldn't there be a place where nothing is naughty,_  
_Shouldn't there be a place where anything goes,_  
_Where 'shouldn't',_  
_And 'can't',_  
_And 'don't',_  
_And 'mustn't',_  
_And 'ought', evaporate,_  
_And fun's the only biz,_  
_Guess what?"_

And then the Sirens sang in unison:

ADAGIO, SONATA AND ARIA:  
"_There is!"_

The boys got very excited and swayed side to side to the beat.

ADAGIO, SONATA AND ARIA:  
"_Pleasure Island,_  
_Pleasure Island,_  
_It's that what's for supper,_  
_Candy, Cake and Pie-Land,"_

ADAGIO:  
"_See that window,"_

ARIA:  
"_Why not break it!"_

SONATA:  
"_See that toy there,_  
_Aw just take it!"_

ADAGIO, SONATA AND ARIA:  
"_And you'll never have a lesson,_  
_Or a chore to do,"_

Adagio approached a boy, brushing his hair.

ADAGIO:  
"_Rules and Limits,"_

SONATA AND ARIA:  
"_Kiss!"_

ADAGIO:  
"_Kiss Goodbye land,"_

And suddenly, Adagio gave a kiss on the boy's cheek making him turn red.

SONATA AND ARIA:  
"_Mwah!"_

ADAGIO, SONATA AND ARIA:  
"_Pleasure Island welcomes you!"_

The sirens proceed to march, with the boys following them as the Siren Leader sang the next verse.

ADAGIO:  
"_Wouldn't you like to play and party forever,_  
_Wouldn't you like to fight, and frolic, and fuss,_  
_To stomp in the mud and get real dirty,_  
_And never apologize,_  
_If that's your sort of thing, then sing with us,"_

Then the boys sang along.

DAZZLINGS AND BOYS:  
"_Pleasure Island,_  
_Pleasure Island_  
_It's that what's for supper,_  
_Candy, Cake and Pie-Land,"_

BOYS:  
"_See that window,_  
_Let's go break it,_  
_See that toy there,_  
_We'll just take it!"_

SONATA AND ARIA:  
"'_Cause we think it's really smart,_  
_When you act really dumb,"_

DAZZLINGS AND BOYS:  
"_School and bedtimes,_  
_Kiss Goodbye land,_  
_Pleasure Island here we come!"_

"Hurry up, children," Adagio said. "The coach leaves at midnight. You don't want to be late, do you?"

ADAGIO:  
"_Wouldn't you like an extra scary adventure!_  
_Wouldn't you like a special sort of thrill,"_

SONATA AND ARIA:  
"_You bet!"_

ADAGIO:  
"_The kind of a ride,_  
_You scream, and holler,_  
_And clench your eyes real tight?"_

SONATA AND ARIA:  
"_Clench your eyes real tight!"_

ADAGIO:  
"_More scared than you'll admit,_  
_Well this,_  
_This is it!"_

The Dazzlings and boys were close to the coach's location, where the Coachman himself is waiting.

ADAGIO, SONATA AND ARIA:  
"_Pleasure Island,_  
_Pleasure Island,'_

ADAGIO:  
"_Everything you ever dreamed,_  
_You get to Try-Land,"_

ARIA:  
"_Does it scare ya,"_

ADAGIO:  
"_Do you fear it,"_

ARIA:  
"_Double dare ya,"_

SONATA:  
"_That's the spirit!"_

ADAGIO:  
"_You're no chicken,_  
_Though you may find out,_  
_It pays to be,"_

ADAGIO, SONATA AND ARIA:  
"_As we leave you,_  
_With a Smile-Land,_  
_This Pleasure Island Memory!"_

By the time they arrived at the coach, the song ended. The children couldn't wait to go to Pleasure Island, as they eagerly stepped inside the coach.

"Careful, children," Adagio said. "One at a time."

The Coachman approached the sirens, watching the kids hop on.

"Well, I'm very impressed. You three have done well."

"Ah, yes," Adagio said, flicking her hair. "We're _that_ good."

"When we get to Pleasure Island, I'll pay you three handsomely," The Coachman said. "I'll give that fox and cat their payment when I meet them. They're too scared to go to the island."

"I'm a little scared too," Sonata admits.

"Don't be."

Suddenly, the Coachman saw Honest John and Gideon with three companions.

"Alright, step inside the coach. There's room enough."

"C'mon, girls," Adagio said, as the three stepped in.

* * *

The Mane Six, Spike and Jiminy ran as fast as they could. But by the time they found the children, it was too late.

"Every pony, here!" Twilight said, hiding behind a wall.

Peeking their heads behind the wall, they saw the fox and cat carrying Pinocchio, Apple Bloom and Tender Taps. They all stood in front of a coach loaded with other children. The fox and cat were talking to a strange man in a red coat.

"What are those two varmints up to this time?" Applejack asked, suspiciously.

"And who is that guy?" Rainbow asked.

"I don't know," Twilight said.

"I don't think I like him," Fluttershy said, nervously.

They watch Pinocchio, Apple Bloom and Tender Taps hop onto the coach. The Coachman gave the fox and cat two big bags each. The two tricksters looked very happy.

"What's in those bags?" Rarity asked.

"Ah'm not sure," Applejack said, glaring. "But ah think ah have an idea what."

"I'm going onto that coach and see if I can reason with them," Jiminy said.

"What?" Applejack said. "Jiminy, we're stayin' together!"

"Wait, Applejack," Twilight said. "Let him go."

"Try to find a way to reach me," Jiminy yelled. "I'll meet you there!"

Jiminy hops toward the coach without anyone seeing him, as he snuck himself onboard. The Coachman salutes the fox and the cat before climbing up, sitting next to Pinocchio and the two foals, all three of them sitting next to one of the boys. This boy had red hair and buckteeth, his outfit consist of a formal brown jacket and yellow vest with a green ascot over his white shirt, complemented by olive-green pants with suspenders and a pair of brown shoes. He also wore a bowler hat with a single feather in it.

The coach was pulled by donkeys, and with one crack of the Coachman's whip they pulled the coach. Departing the village, the children yelled and cheered as the ponies could only watch the children disappear in the distance.

"They're leaving," Rainbow said.

"We don't even know where they're going," Spike points out. "We'll never get them back."

The whole time, Applejack eyed the animal tricksters, the pair were about to leave with their bags.

"Don't speak too soon, Spike. Follow me!"

Leaving their hiding spot, they silently drew closer to the fox and the cat. The two con artists were enjoying their reward to notice.

"Ha-ha-ha! Can you believe it, Giddy?" Honest John said. "We're rich! Too bad for those kids, though. Oh well, who needs them anyway? I only regret not getting the chance to know that Adagio girl better. I'd have like to ask her for a date."

Gideon nodded in response.

"I just can't believe those three fell for it… Again!" Honest John laughed. "Now then, let's go home and enjoy our fortune."

But suddenly, Gideon was grabbed and hoist into the air by something blue, dropping the bags in the process. The fox was so distracted, he didn't see.

"What do you think, Giddy?"

The fox turned back to his friend, but saw he wasn't there.

"Gideon?"

The fox looked around but couldn't find him anywhere.

"Giddy? Where are you? This isn't funny!"

"You're right, it isn't!" A female voice said behind him.

The fox turned around and stood face-to-face with an orange pony with a cowboy hat.

"What the—"

Before he could finish his sentence, the pony delivered a hard buck sending him crashing against a wall.

"Ow!" He grunts.

It wasn't over for the fox, when the orange pony ran at him and held him against the wall. She stared at the fox with hate in her eyes.

"Where are they?" Applejack said, in a threatening voice.

"Another talking pony?" The fox asked, avoiding the question.

"I SAID WHERE ARE THEY?!" Applejack yelled.

Honest John gritted his teeth from her loud tone.

"Where are 'who'?"

"You know exactly who ah'm talking about! Where is that coach going?"

"Wait! Are you the big sister Apple Bloom talked about?"

"QUIET! You're not worthy to speak her name!"

"Applejack!" Another voice yelled.

The fox saw five other ponies and a little lizard guy approach. Rainbow held Gideon tight, as his partner struggled.

"Well, what do you know?" Honest John observed. "There really are other ponies in town."

Applejack punched her hoof to the wall next to Honest John, so hard a tiny crack formed. The fox gulped nervously as he returned his attention to the cowpony.

"Answer mah questions!" Applejack demands, glaring.

"Look, little lady. Maybe we haven't been properly introduced. I'm…"

"We know exactly who you are, 'Honest John'," Applejack interrupted. "If that's your real name."

"Um, actually my real name is…"

"Who do you think you are tricking innocent children and people for money?!" Applejack interrupted, again. "You tell me where that coach is goin' or so help me I'll buck your face till all your teeth fall out!"

"Forget it, A.J.," Rainbow said. "If he doesn't wanna talk, we can ask his friend."

Rainbow glared toward Gideon, who was making a fuss trying to break the hold.

"Alright, cat, tell me where our friends are!"

But suddenly, Gideon pushed her arms off and took out his mallet in an attack position. He began to swing it wildly, while Rainbow tried to avoid it.

"Hey! Whoa! Oh, tough guy, eh?"

The cyan Pegasus flew circles around Gideon, who eyed the pony though the speed made him dizzy. But then he prepared his mallet again, spinning around and actually hit Rainbow sending her smashing against another wall. Confident, the cat moved closer raising his mallet over his head. The other ponies saw what he was doing. At the moment, just when Gideon was prepped to smash Rainbow, Rarity used her magic to grab the mallet. Gideon attacked Rainbow but saw the mallet wasn't in his hands. Confused, he looked around, and slowly looked up. Rarity used the mallet to hit Gideon on the head with one hard thud. Gideon got very dizzy and fell on his back.

"You… Are one bad kitty," Rarity said.

Pinkie peeked inside the bags, finding a pile of golden coins.

"Ooh, shiny!"

Pinkie tossed one of the bags to Applejack, who saw the coins slip out.

"Ah knew it!" She confirmed, turning back to Honest John. "Alright foxy, you saw what us ponies can do! Now, tell us where mah baby sister and friends are! Ah'll know if you're lyin'."

"Forget it," Honest John shook his head. "I'm not telling anything and there's nothing you can do to make me. That buck and that punch to the wall wasn't _that_ intimidating."

"WHAT?!"

Applejack began to boil from the inside, her whole body turning red… But surprisingly, she slowly calmed down with a smile.

"That's alright."

"Wait, what?" He asked, his eyes wide.

"I said, 'it's alright'," Applejack said, before glaring. "We have other methods to get information."

Every pony turned to the cute, innocent yellow Pegasus who joined their adventures for years. She just faced her friends, left-and-right, seemingly oblivious.

"Why are you all looking at me like that?" Fluttershy asked, nervously.

"Fluttershy," Applejack said. "It's time you use that _stare_ of yours."

"What? Oh no! I don't know if I can. I mostly use it for disobeying animals."

"He is an animal, Fluttershy," Pinkie points out.

"Come on, Fluttershy," Spike urged. "It's our only chance."

Fluttershy faced her friends and sighed.

"Okay."

She approaches Honest John, who found this amusing.

"Ha-ha-ha! Seriously? What makes her so scary?"

But he spoke too soon. Fluttershy closed her eyes for a moment, then opened them again so wide she stared into the fox's soul. Honest John's eyes went wide, as if something overtook his body: An uncontrollable fear, just like when he saw the smiles of Adagio and the Coachman.

"No, no, NO!" He shouted. "Make her stop! PLEASE, MAKE HER STOP!"

"You want her to stop?" Twilight asked. "Tell us where the coach is going."

"Never!" The fox shouts, trying to stay strong.

"Keep doing it, Flutters!" Rainbow ordered.

Fluttershy stared harder, the fox almost wanted to kill himself.

"NOOOOOOO! Okay, you win! I'll tell! I'll tell! Please, make her stop!"

Fluttershy stopped her stare, as John breathed in shock.

"They're going to Pleasure Island," Honest John answered, breathless.

"What is that?" Twilight asked.

"Sounds like fun," Pinkie said.

"It's an island in the middle of the ocean," The fox explains. "The Coachman gathers stupid little boys in his coach and brings them there, promising they can have the time of their lives!"

"Stupid little boys?" Twilight asked.

"The boys who disobey their parents, the bullies with no interest in school!"

The whole time Applejack looked in his eyes, tears streaming down his face.

"He's telling the truth," She confirms.

"If what he says is true," Spike figured. "A place like 'Pleasure Island' can't be dangerous."

Twilight pondered everything Honest John said, as he faced the little dragon.

"You think it isn't 'dangerous'?" The fox asked, darkly. "Oh, you don't even know what happens on that island, the longer you stay. Once you go there, you never come back."

"What happens there?" Twilight asked.

"I can't tell."

"Fluttershy," Twilight turned to her.

Fluttershy was about to do the 'Stare' again, when Honest John frantically waved his arms begging on his knees.

"NO! No, please! Not again! I really can't tell you; it's too much!"

Applejack glared at him until she sighs.

"Fine."

"Oh, thank you," Honest John sighs with relief.

"Not so fast, partner," Applejack said. "You're showin' us the way to Pleasure Island."

"Ye… What?! Oh no. I'm not going there!"

"Tough love, baby," Twilight said, glaring. "You're coming with us and, so help Celestia, if you try something sneaky…"

Twilight's horn glows, the fox knew he was defeated and didn't resist.

"Now how are we going to catch that coach?" Applejack asked.

Pinkie Pie looks around till she found something that made her smile.

"Does any pony want a ride on the 'Wooden Cart Express'?"

They turned toward Pinkie's direction, noticing the wooden cart in a corner.

"Good job, Pinkie!" Rainbow said.

They all ran toward the cart, Twilight hopping inside.

"Rainbow, you and Applejack pull the cart," Twilight instructs. "The rest of us will keep an eye on these two."

Twilight kept an eye on Honest John and Gideon, while Rainbow and Applejack attached themselves to the cart ready to go.

"Alright, buster," Twilight confronts Honest John. "Which way?"

"To the right!" Honest John pointed.

The ponies and dragon were very watchful, as Rainbow and Applejack ran while pulling the cart. The town was far behind them as they raced to rescue the children.

"Don't worry, kids!" Pinkie shouted. "We're coming for you! And if you can hear me, you still need to apologize for breaking your Pinkie Promise!"

* * *

Meanwhile, the Coachman's coach took off at a fast pace. The children, who couldn't wait to have the fun they longed for, cheered loudly while the Coachman whipped the donkeys.

"Giddyap!" The Coachman cried.

Pinocchio, Apple Bloom and Tender Taps were actually excited. The buckteeth boy next to them used a slingshot to hit the donkeys with rocks. What they didn't know was that their little cricket friend hung with his umbrella on a lantern just below the coach. The poor little guy was coughing dust from all the running.

"Well, here we go again," He looked into the camera.

At the moment, the buckteeth boy faced the puppet and two foals.

"Talking horses, huh? Cool!"

"Thanks," Apple Bloom said. "But we're ponies not horses."

"It's a common mistake," Tender Taps added.

The boy spat in another direction before facing them again.

"My name's Lampwick," The boy introduced himself. "What's yours?"

"Pinocchio," The puppet introduced, tipping his hat.

"Ah'm Apple Bloom," The little filly greeted.

"And my name's Tender Taps," The little foal said.

Lampwick shot another rock at the donkeys before talking again.

"Ever been to Pleasure Island?"

"Uh-uh," Pinocchio shook his head.

"It's our first time," Apple Bloom said, showing the card. "But Mr. Honest John gave us—"

"Me neither," Lampwick interrupted. "But those three girls say it's a swell joint. No school, no cops. You can tear the joint apart, and nobody says a word."

The Coachman listened to the buckteeth boy and couldn't help but smile deviously while whipping the donkeys.

"Honest John gave us—" Pinocchio said.

"Loaf around, plenty to eat, plenty to drink," Lampwick interrupted. "And it's all free!"

"Honest John—" Apple Bloom began.

"Boy, that's the place," Lampwick interrupted, once more. "I can hardly wait!"

He nudged against Apple Bloom and Pinocchio, shooting another rock at the donkeys with his slingshot. The kids gave up and decided to just enjoy the ride.

The coach was getting close to their location while the Coachman whipped the donkeys. They crossed a bridge through a cave, till they arrived at a pier where a big boat with more boys was waiting to depart. The coach stopped, allowing everyone to board the boat.

In the meantime, the ponies ran as fast as they could. While tugging the cart, Rainbow saw the coach go into the cave.

"There it is!" Rainbow shouts.

"Faster!" Twilight calls out.

"We're going as fast as we can!" Applejack shouted back.

"There's where you need to go," The fox points out. "There's a pier on the other side of the cave, with a boat that brings you to the island. You're not seriously taking me and Gideon all the way to that island, are you?"

"You bet we do," Applejack said, not looking back.

"Please, not that! Anything but that! I'll even give you this bag of gold if you'd just let us go!"

Gideon nodded pleadingly.

"You can't persuade us with your dirty money," Rarity glared.

But suddenly, Applejack and Rainbow stopped the cart. Honest John and Gideon crashed into the other ponies and nearly fell out.

"Why are you stopping?" Twilight asked.

"Because we have a better idea," Rainbow said, turning with a sly smile.

A few seconds later, Honest John and Gideon were tied to a tree. Applejack pulled the rope tightly with her teeth, while the con artists groaned.

"That'll hold ya," Applejack said, satisfied.

"You can't leave us here," Honest John argued. "It's dark and cold out here."

"Don't worry," Pinkie Pie said, patting John's head. "You won't be outside for long once the police finds you."

"THE POLICE?!" Honest John shouts, fearfully. "No! Not the police! You can't do this!

"Unless you'd prefer to take your chances with Stromboli," Rainbow points out.

"NO! THAT'S EVEN WORSE!" Honest John cried.

Gideon struggles to break free from the ropes, even though it was in vain.

"Either way, it's more than you two deserve," Rainbow said. "You're staying here while we rescue our friends. We'll decide what to do with this money later."

"No, wait!' Honest John yells. "Don't leave me!"

Have a great time in the 'big house'," Applejack said.

The ponies and dragon soon left the two while the fox kept yelling, all while the cat eventually gave up. They ran with the cart through the cave till they reached the pier. But by the time they got there, the boat already left. It was too late… Or was it?

"They're already out on the ocean," Rainbow said.

Applejack looked at her cart, and it gave her an idea.

"Alright, every pony. Let's tear this cart apart."

"Why?" Twilight asked.

"Trust me, Twilight," Applejack said, turning to Pinkie. "Ah don't suppose you got any sugar pine sap in that mane of yours, do ya?"

"Are you kidding me?" Pinkie asked, grabbing a bucket of tree sap from her hair. "Never leave without taking the necessities."

It took a few minutes to break the cart apart. Twilight and Rarity used their magic to place the boards on different spot. With some tree sap and rope, the cart turned into a seaworthy raft.

"Applejack, you're a genius!" Twilight said, hugging her friend.

"Alright, gals," Applejack said. "Let's go save Pinocchio, Tender and mah sister!"

They all stepped inside the raft, while Rainbow and Fluttershy pushed. Soon they were close to the boat, which was surrounded by passing seagulls. They drifted far away from the village until they reached an island. They followed the big boat inside an opening with no trouble. After a few moments, the boat reached its destination before a large gate with a drawbridge. The bridge came down and the gate opened, as bright light shone, and fireworks could be seen.

The children cheered joyfully, immediately stepping off the boat and rushed toward the gate. The Coachman waited there, seeing the happy children pass by. He couldn't help but smile, welcoming them.

Pleasure Island was one big amusement park with a roller coaster, a carousel and even a Ferris Wheel. There was a tube releasing balloons, and one big balloon shaped like a policeman. Nearby, a big animatronic clown's head began to speak:

"Right here, boys! Right here! Get your cake, pie, dill pickles and ice cream. Eat all you can. Be a glutton. Stuff yourselves. It's all free, boys. It's all free. Hurry, hurry, hurry, hurry!"

As the children merged through the gate, the Dazzlings looked around, surprised with the place.

"Wow!" Sonata said, in awe.

"No way!" Aria said, eyes widen.

"I know, it 'is' special," Adagio nodded.

Adagio watched the children run between her and her friends.

"Look at them, girls," She faked being nice. "These little cuties can't wait to have the night of their lives… Too bad they don't know the real surprise later tonight."

That last sentence Adagio smiled evilly, while the other girls chuckled. But then Adagio motioned them silent with her hands looking around.

"Come on, girls. Let's gather some negative energy from that place called 'The Rough House'."

They walked through the amusement park, ready to feed. But right now, our attention is drawn toward the wharf. Twilight's head pops up along with six more cute heads surrounding her.

"You know, it's kind of cute when we're close like this," Pinkie replied.

"We got to get in there without that Coachman seeing us," Twilight said.

She watched a group of boys just coming from the boat.

"Let's walk along with those boys, while the Coachman is too busy. Follow me!"

They ran and blended alongside a crowd of kids walking inside. Luckily, the Coachman didn't see them. By the time the ponies and dragon reached the entrance of Pleasure Island, they couldn't believe what they saw.

"Wow!" They all said in unison.

"This 'is' Paradise," Rainbow gasped.

Twilight looked around with a focused glare. She didn't trust this place, not one bit.

"Remember, we came her to get Pinocchio, Apple Bloom and Tender Taps back, and nothing else. Understand?"

While every pony nodded, they somehow seemed distracted.

"Let's go that way," Twilight pointed, walking further.

Meanwhile, a lot of children went inside a tent and fought each other. An animatronic tough guy with a club spoke with a voice reminiscent of a certain sailor who eats spinach:

"The Rough House. The Rough House. It's the roughest toughest joint ya ever seen. Come in and pick a fight, boys."

Lampwick, Pinocchio and the two foals were just passing by the tent. Lampwick was eating a whole roast chicken, Pinocchio had a pie and ice cream, and the two foals had ice cream and lollipops. Lampwick heard the animatronic man.

"Oh, boy, a scrap!" He said excitedly, throwing the chicken away. "Come on, let's go in and poke somebody in the nose."

"Why?" Pinocchio asked.

"Ah, just for the fun of it," Lampwick replied, walking inside.

"Okay, Lampy," Pinocchio said, tossing his pie and ice cream away.

Pinocchio almost went inside, when Apple Bloom stopped him.

"Wait a minute, Pinoke! Are ya sure you want to do this? Fighting sounds, uh…"

"Bad?" Tender asked.

"Yeah, that's the word ah'm lookin' for."

"If Lampy says 'it's fun', I wanna try it," Pinocchio said, going inside.

"Pinocchio, wait!" Apple Bloom called.

"Let's follow him, but be careful," Tender said, entering the tent.

Little did the foals know, while the boys were fighting, a strange green fog appeared beneath them. Just as the Sirens wanted, the fog rolled inside their gems while they vocalized.

"Ah, I've missed this," Adagio smiled.

"We'll be strong again," Sonata said, looking around. 'Hey, can we go on one of the attractions after this? I hope there's a taco stand!"

"Are you crazy?" Adagio argued. "You wanna get stuck here, forever? No, we should collect our reward and get out of here."

Sonata pouts with puppy-dog eyes. One look and Adagio couldn't resists, eventually giving up.

"Alright, fine. But ONE ride, then we get our reward."

Sonata smiled and hugged Adagio, who took it against her will.

Meanwhile, somewhere in the park, the Mane Six and Spike investigated the attractions for their friends.

"Pinocchio!" Twilight yelled.

"Apple Bloom!" Applejack yelled.

"Jiminy!" Pinkie yelled.

"Tender!" Rarity yelled. "Where could they be?"

"Keep looking, girls," Rainbow said. "They could be anywhere."

Twilight faced the Ferris Wheel, watching children falling from their seats. Luckily, they were caught by other children.

"Did you see that?" Twilight pointed out, worriedly. "Those children almost killed themselves, and no pony says anything or stops them."

"That's not the only bad thing," Rainbow noted. "I saw a tent where boys were beating each other."

"That doesn't sound nice… Or safe," Fluttershy said, nervously.

"Ah hope Apple Bloom and the others aren't in that tent," Applejack said, looking there.

Suddenly, one boy fell from his seat in the Ferris Wheel, but this time no one grabbed him in time. Twilight gasped at the sight and used her magic to stop the boy's fall. The boy was confused, as Twilight slowly lowered him and released him until he sat on the ground. But then he cheered and laughed.

"Yeah! Again, again!"

Twilight couldn't believe seeing the boy rush back to the Ferris Wheel.

"We need to find them and fast!" Twilight declared, walking further.

In another section of the park, some animatronic Indians with big pipes threw cigars from boxes to the children. They couldn't wait to have one.

"Tobacco Row. Tobacco Row," An announcer said. "Get your cigars, cigarettes and chewin' tobacco. Come in and smoke your heads off. There's nobody here to stop you."

The children went crazy trying to grab one. One child broke one of the cigar boxes, sending cigars everywhere. It was there Jiminy Cricket was searching for Pinocchio and the foals himself.

"Pinocchio! Apple Bloom! Tender!" He shouts, coughing smoke and dodging feet and shoes of the boys. "Pinocchio! There's something'… Phoney about all this. I gotta get them outta here!"

Some of the ponies just reached Tobacco Row, continuing their search.

"Apple Bloom!" Rainbow yelled.

"Pinocchio!" Applejack yelled.

"Pino…" Twilight began, then gasped. "What are they doing?!"

The unicorn/alicorn ran quickly toward a boy about to light a cigar, but she was quick enough to grab it with her magic.

"Hey!" The boy yelled.

"What do you think you're doing, young man?" Twilight asked, strictly. "Don't you know it's dangerous to smoke? You're not even of legal age!"

"They said we can smoke our heads off!" The boy argued.

He reached to grab the cigar, but Twilight held it high in the air.

"No, you can't! Don't listen to them; cigars are bad!"

"You can't tell me what to do! You're not my mama!"

"I'm trying to help you!"

But the boy wouldn't listen. Instead he grabbed another cigar off the ground. He blew Twilight a raspberry and ran off into the crowd. Twilight's eye twitched, couldn't believe the behavior, and was about to explode.

"ARE YOU BOYS CRAZY?!" She shouted.

Her voice echoed causing every boy to stop and face her, even Jiminy Cricket heard it. The boys silently looked at the ponies.

"Hey!" One boy shouted. "Who wants to play 'pin the tail on the pony'?!"

"I wanna ride the blue one!" Another boy shouted.

The other boys cheered and rushed toward them, their eyes becoming small as pinpricks.

"RUUUUN!" Rainbow yelled, running away.

But Twilight and Applejack held their ground, prepared for the worst.

During that time, the Dazzlings approach the gate where the Coachman stood waiting. He smiled when he saw them arrive.

"I can't thank you girls enough," The Coachman replied, handing them three bags of gold. "Here's your reward, as promised."

"Oh boy, I could buy a whole bunch of tacos with this," Sonata said, then gasped. "Maybe I can finally start my own taco shop!"

Aria and Adagio rolled their eyes.

"That's wonderful news," Aria said, sarcastically.

"You're very welcome, Coachman," Adagio bowed.

"If I ever need more, you can always help if you want," The Coachman said. "I'll pay you more for every bunch."

"A tempting offer, but we have some business of our own. To find Equestrian magic while it's still here."

"I'd come along as gratitude for your help, but I'm busy at the moment."

Suddenly, the Coachman got an idea and smiled maliciously.

"But there is one way I can help you," He said, before turning around and whistled. "Hey, you five! Come here!"

With one crack of his whip, five creatures with glowing eyes, completely covered in black fur, suddenly came toward their master.

"Here, take them."

"What are those?" Aria asked.

"These are some of my goons. They do everything I say, but these five will obey _your_ every command."

"Our own personal goons?" Adagio thought, with an evil smile. "Now we are getting somewhere."

"May they can help in your search for this powerful magic," The Coachman said, giving another whip crack to the creatures. "Listen up: You five will obey their every command. Understood?"

These 'Shadow Beasts' knelt down and bowed before their new mistresses.

"Thank you," Adagio said. "This means a lot."

"There's a small boat along the wharf," The Coachman offered. "I normally use it in case something happens, but now it's for you."

"Good luck with your business," Adagio said, shaking the Coachman's hand.

The girls soon left the gate, walking toward the wharf with their new minions following their every step.

"Isn't this great?" Sonata said.

"It sure is," Aria said, smiling in satisfaction. "We now have our own servants."

"For the first time in our lives," Adagio declared. "Things are going perfect."

Suddenly, Adagio saw a raft along the wharf. It gave her a puzzling thought.

"Hey, Dagi!" Sonata said.

Her friend's shout broke the Siren leader out of her thoughts.

"What is it now, Sonata?"

"When we go on the boat, shall we take a nice swim in the ocean? Like the old days?"

Adagio thought about it, imagining how long it's been before they were banished. Some years ago, without question, the one thing they enjoyed as much as singing.

"We should be feeding on the negative energy from ponies," Adagio said, then smiled. "But I'm really in for a nice swim, since it's been so long. For once, Sonata, I agree with your idea."

Sonata smiled brightly at that answer.

Back at Tobacco Row, the boys were on the ground while Twilight and Applejack stood their ground, breathing heavily while Twilight's horn glowed. The boys grunted in pain, some even unconscious.

"That'll teach you," Twilight said, her horn fading.

"We didn't overdo it, did we?" Applejack asked.

"Of course not, a simple 'barrier push' spell wouldn't hurt a dragon."

"Those boys acted like bullies," Fluttershy observed.

"That's because they _are_ bullies!" A familiar voice shouts.

The ponies looked around until they see Jiminy Cricket, hopping toward them.

"Jiminy!" Twilight said.

"You made it!" Jiminy said.

"It wasn't easy to reach the island," Applejack replied. "But we did."

"What about Honest John and that cat?" The cricket asked.

"Don't worry about them," Twilight assured. "They're going to have a new home… Behind bars."

Suddenly, a familiar pink pony approached the group. She carried lots of food in her hooves, while munching on cotton candy.

"Hey, guys! Look what I got!" She yelled, with a big smile. "Isn't this amazing? Fried food on a stick! And it's all free!"

"Pinkie!" Twilight panicked. "Put that away!"

"Why?" Pinkie asked, taking a huge bite of cotton candy. "There's nothing wrong with it."

It didn't take long before Spike arrived.

"Hey, Twilight can we go on the roller coaster!" He pointed with his claws. "Please? Please?"

"I'd love to go on the roller coaster!" Rainbow said.

"I wouldn't mind going on the carousel… If I can," Fluttershy thought.

The ponies and dragon rambled on and on, until Twilight couldn't take it anymore.

"NO!" She shouted, causing every pony to be quiet. "What has gotten into you today?! Something isn't right here; don't you see it?! What kind of amusement park is this?! They allow children to fight each other, no pony is watching them while they fall and hurt themselves on the attractions. And worst of all: They're smoking CIGARS for Celestia's sake!"

"Those aren't the only worse things," Pinkie said.

"You mean there's something even worse?" Twilight asked.

"Well, yeah… That."

Pinkie pointed behind Twilight, who turned around and gasped.

A crowd of boys rushed toward a big house. The ponies saw the name of this particular attraction: "Model Home, Open for Destruction."

"Hurry, hurry, hurry, hurry, hurry! See the model home!" An announcer spoke. "It's open for destruction, and it's all yours, boys! It's all yours!"

The boys were breaking everything: Pots with plants, statues, a grand piano, everything they found in and outside the house. Inside, Lampwick, Pinocchio and the foals seemed to enjoy themselves. Lampwick scratched a match on a Mona Lisa painting to light his cigar.

"What'd I tell ya?" Lampwick asked. "Ain't this a swell joint?"

"It's… Something, ah guess," Apple Bloom looked around.

"Yeah! Bein' bad's a lot of fun, ain't it?" Pinocchio asked, holding an axe.

"Yeah, uh-huh," Lampwick said, grabbing a brick.

"I'm not sure about that," Tender said.

"Hey, get a load of that stained-glass window," Lampwick said.

He hurled the brick toward the window, shattering it to pieces before the foals eyes.

Outside, the ponies approached the house cautiously. They never knew if something heavy could fall on them.

"Remember girls," Twilight said. "We have to be very, very…"

Suddenly, something smashed through the stained-glass window toward the ponies. Luckily, the brick only landed within an inch.

"Careful," Twilight finished, wide eyed.

"This is just uncalled for!" Rarity yelled.

"I know," Spike nodded. "We could have been killed."

"Not that, Spikey-Wikey," Rarity said, looking at the shattered window. "Those hooligans are destroying beautiful pieces of art. Of all the worst things that could happen, this is the… Worst… Possible… Thing!"

Rarity began to faint and fell on her back. Fluttershy waved her hoof in front of her friend's face, while Applejack hoof-palmed her face.

After the Dazzling left, the Coachman had been watching the boys to see if everything is going according to plan. Then he turns his attention to the gate where more of those black creatures were waiting for his orders.

"Alright now, hop to it, you blokes!"

One crack of his whip, and the Coachman's goons began to close the large doors.

"Come on, come on! Shut the doors and lock 'em tight. Now get below and get them crates ready."

With that done, the Coachman, once again, focused on the boys having loads of fun.

"Give a bad boy enough rope and he'll soon make a jackass of himself."

Then he chuckled darkly, but the question is: What now?


	10. Jackasses - Carnival Fight

**Pleasure Island**

A few hours have passed while the children played and ate on the island. But now, there's no laughter, no music, nothing. Everything was quiet and the amusement park seems to be in bad state, like there has been a war or something. And the strangest thing: All the children seemed to have disappeared. The only sign of life is our Equestrian heroes and the cricket still searching for Pinocchio, Apple Bloom and Tender Taps.

"Pinocchio!" Jiminy yelled.

"Apple Bloom!" Applejack yelled.

"Tender!" Spike yelled.

"Pinocchio?" Twilight called.

Jiminy whistled but answer there came none.

"No sign of any of them," Rainbow said. "I've searched almost everywhere."

Twilight looked around the amusement park, the sight of it's state made her uncomfortable.

"What happened here?" She asked.

"And where is everybody?" Applejack asked.

"The children were just having fun and now they're gone," Spike said, looking around. "Just like that?"

The ponies, dragon and cricket looked around the seemingly abandoned park.

"This place is like a graveyard," Jiminy said. "I don't like the looks of this."

"Oh, I hope Pinocchio and the foals are okay," Fluttershy hoped.

"We'll just have to keep looking, even if it takes all night," Jiminy said. "Pinocchio!"

"Apple Bloom!" Twilight called.

"Pinocchio!" Rainbow yelled. "Hey, where are you?"

As they walked further, Rarity stopped and turned to the giant cue ball with a giant pool standing alongside it. A light shone from the doorway and she could hear some activity inside. Rarity put a hoof to her chin.

"Hmm… I wonder," Rarity said to herself.

* * *

Her thoughts were right. Pinocchio and the foals were inside playing 'pool' and it was their new friend, Lampwick's, turn. He used the stick to hit the white ball against a blue ball, knocking it inside a hole. Lampwick spat something from his mouth, whistling a familiar tune while deciding which ball to hit next. While he concentrated, Pinocchio smoked his cigar while Tender and Apple Bloom looked at the unlit cigars in doubt.

"Where'd you suppose all the kids went to, Lampwick?" Pinocchio asked.

"Ah haven't seen them since we got here," Apple Bloom noted.

"Kind of gives me the creeps," Tender Taps said, nervously.

"Ah, they're around her somewhere," Lampwick waved off. "What do you care?"

Lampwick looked at the next ball he's going to hit and aimed his pool stick.

"You three are having a good time, ain't ya?"

Uh-huh, we sure are," Pinocchio said. "Right, Apple Bloom?"

"Yeah… Kind of," Apple Bloom slowly nodded.

Lampwick hit the red ball and it went inside the hole. He rubbed his cigar on the pool stick.

"Oh boy! This is the life, huh, guys?" Lampwick asked, winking toward them.

"Yeah!" Pinocchio said, taking small drags from his cigar. "It sure is!"

Apple Bloom was unsure if she and Tender would smoke or not, just staring at the cigars nervously.

"Ah, you smoke like me grandmother," Lampwick remarked.

He shot the white ball over a blue ball toward the green one, causing his cigar to land on his hand.

"Come on, take a big drag like this."

Lampwick took a big drag from his cigar till there was barely any left.

"Okay, Lampy," Pinocchio said.

"Um, Pinoky?" Apple Bloom asked. "Are you sure you want to do that?"

Pinocchio hesitated at first, then took a big drag from the cigar, till it was almost empty. His face turned red, smoke filled his cheeks and Apple Bloom saw him make a big mistake.

"Don't…" She yelled.

Too late. Pinocchio swallowed all the smoke.

"Swallow," Apple Bloom finished.

The puppet's face turned purple and his eyes watered. He closed his eyes, flushing all the water out. Then he blew a small puff of smoke, as his face turned green.

"Gee Pinocchio," Tender said. "You don't look so good."

"Some fun, huh, kid?" Lampwick asked.

Pinocchio slowly nodded, but Apple Bloom couldn't believe her ears.

"Fun!? You call that fun?!" Apple Bloom said, helping Pinocchio. "Look at him; he's sick!"

"Don't worry, he'll be fine in a few minutes," Lampwick said, adding another point to his score. "Okay, Slats, your shot."

Pinocchio grabbed his pool stick and put his cigar in his mouth. Apple Bloom approached him and tried to steady him, but Pinocchio climbed onto the pool table. He looked really bad, dizzily trying to hit the eight-ball.

"Pinocchio?" Tender asked, his voice echoing. "Are you okay?"

Pinocchio tried to hit that ball, and the number appeared to blink. He shook his head and his eyes rolled in different directions.

"I'll take that as a 'no'," Tender said.

Suddenly, without anyone noticing, Jiminy, Spike and the girls entered the pool hall and stood shocked by what they saw.

"What's the matter, Slats?" Lampwick asked. "Losin' your grip?"

But Pinocchio didn't answer, trying to hit the ball with his stick. Lampwick suddenly noticed Apple Bloom and Tender Taps just staring at their cigars.

"Say, Apple Bloom. You and Tender barely touched yours. What's the matter?"

"Sorry Lampwick, but I'd rather we didn't," Tender Taps said, shaking his head.

"Mah sister says smoking is hazardous for your health," Apple Bloom explained, hesitating.

"PINOCCHIO!"

Suddenly, everybody shook in fright by a single word so loud, it caused Pinocchio to rip the table with his stick and fall on his face.

"Apple Bloom!"

Another voice caused the kids to turn and see it was Jiminy Cricket and Applejack walking toward them.

"Sis!"

"Don't you 'sis' me," Applejack said, sternly. "You three are in big trouble."

"You bet you are!" Pinkie approached, sternly. "You three broke the Pinkie promise! Apologize!"

"We're sorry," Apple Bloom said, honestly.

"Okay," Pinkie said, changing her mood. "Apology accepted."

"Please, Miss Applejack, we didn't mean to run away," Tender insists. "Really!"

"Then why'd you do it anyway?" Applejack asked.

"We were forced into it," Apple Bloom explained. "That Honest John and the cat were so convincing!"

"Well, you don't have to worry about those two anymore," Spike assured. "They're done for."

"Either way, I can't believe you disobeyed us," Applejack said, disappointed. "For Celestia's sake, you disobeyed your own sister… Again!"

"But…"

"No 'buts', young lady," Applejack continued, angrily. "We thought you were hurt or worse! But what really makes me angry is that we finally find all three of you in a place like this! How can ah trust you again? How do you ever expect Pinocchio to be a real boy?"

"She's right, kids," Jiminy said, grabbing the damaged cigar from Pinocchio's mouth. "Look at yourselves. Smoking, playing pool!"

Jiminy kicked against one of the balls, hurting his foot.

"Ow!"

"What's wrong with playing pool?" Pinkie asked, confused.

"That's not the point, Pinkie," Twilight said.

"Mah goodness," Applejack gasped, grabbing the cigars from Apple Bloom and Tender. "You too?!"

"No, we didn't," Tender Taps said. "We barely touched them."

Rarity took the cigars from Applejack and being detail oriented, she took a close look. There weren't any teeth marks on one end and none of the cigars were lit. With a nod, she hurled them toward the corner.

"He's telling the truth, Applejack," Rarity said. "Neither he nor Apple Bloom were smoking."

"Only Pinocchio!" Apple Bloom pointed out. "Just look at him."

Twilight Sparkle picked him up with her magic for a close look.

"She's right, he doesn't look good."

"See? This is exactly what we tried to warn you!" Applejack said.

"You three are coming right home with us this minute!" Jiminy demanded.

But in the midst of all the excitement, they forgot about the buckteeth boy.

"Hey! Who's the beetle, the lizard boy and mini-horses?" He asked grabbing Jiminy by his jacket.

"LIZARD BOY?!" Spike yelled, offended.

"Let go! Put me down!" Jiminy struggled, unhappy. "Let me out of here! Let me out!"

"Hey! Let our friend go, buddy!" Rainbow demands toward the boy's face.

"Why?" Lampwick asked, tauntingly. "Are you in love with him?"

"What?! Why I oughtta…" Rainbow growled, but the Rarity stopped her.

"Easy, Rainbow Dash," Rarity said, soothingly. "Don't be antagonistic."

"These are my other friends: Twilight Sparkle, Rainbow Dash, Rarity, Spike, Applejack, Fluttershy and Pinkie Pie," Pinocchio introduced, feeling better. "And that's Jiminy, he's my conscience. They tell me what's right and wrong."

"What?!" Lampwick shouts, dropping Jiminy. "You mean to tell me you take orders from mules, a gecko and a grasshopper?"

"Grasshopper?!" Jiminy said, offended.

"Gecko?!" Spike gasped.

"MULES?!" Rarity said, angry. "Why, look here, you, you impudent young pup! We're trying to help boys like you!"

Jiminy climbed atop a ball, facing Lampwick straight in the eyes.

"Yeah! It wouldn't hurt you to take orders from your grasshopp—Uh, uh… Your conscience, if you have one."

"Yeah, yeah, yeah, sure," Lampwick said, hitting a ball. "Screwball in the corner pocket."

The ball hit the one Jiminy was standing on and the cricket nearly lost his footing.

"Jiminy, watch out!" Spike called.

The cricket struggled on the ball until he fell in the corner pocket, ending up in the ball return. He quickly got up and grabbed his hat in time before the other ball bowled him over. He wasn't very happy, certainly not when Lampwick started laughing.

"Oh, my goodness!" Fluttershy gasped. "Are you okay, Jiminy?"

But Jiminy didn't answer. Instead, he climbed back on the table, looking menacingly toward Lampwick. He removed his coat and rolled up his sleeves.

"Why—Why—Ya young hoodlum! I'll—I'll knock your block off!"

"Go get him, Jiminy!" Rainbow cheered him on. "Show him what you got!"

The cricket readied his fists, trying to be tough. He swung his arms in different directions, making him look like a fool. Lampwick laughed at his silliness, but it only ticked Jiminy off.

"Why, I'll take you apart and put you back together," Jiminy threatened, approaching Lampwick.

"Oh, don't hurt him, Jiminy," Pinocchio said, grabbing Jiminy by his shirt. "He's my best friend."

"Why, I'll—"

But suddenly, Jiminy Cricket stopped and turned toward Pinocchio.

"Your best friend?"

"Best friend?" Every pony else said in unison.

"You call this brat a friend?" Rainbow asked.

"Uh-huh," Pinocchio nodded.

Twilight was shocked at first, then took a deep breath and sighed. She slowly walked toward the puppet, while the others followed.

"Pinocchio," Twilight said, gently. "It's good you made a friend, but…"

"He has a bad influence on you, darling," Rarity said.

"Apple Bloom, do you also think this boy is your best friend?" Twilight asked.

"Well… You told me to be honest," Apple Bloom said. "I admit he can be rude and tough, but he's friendly once we got to know 'em. So… Yeah, I guess so."

Tender Taps didn't say a single word, only nodded in agreement. Applejack couldn't believe what her sister just said, but none was more disappointed than a certain little cricket.

"So, all three of you think the same way. And what am I? Just your conscience. Okay, that settles it."

Jiminy grabbed his coat and slammed his hat flat ready to leave.

"Jiminy, wait!" Spike said. "You can't leave them.

"Oh yes, I can! If they won't listen, then so be it."

"B-But, Jiminy—" Pinocchio said.

"You buttered your bread, now sleep in it!" Jiminy scolds.

The cricket wore his coat backward and walked away. But it was too late to notice him fall into one of the pool table pockets once again. He slid down, bounced against a ball and fell on the ground. This caused Lampwick to laugh once more.

"Ha-ha-ha!" Jiminy mocked. "Go on, laugh. Make a jackass out of yourself! I'm through! This is the end!"

"That word doesn't sound right," Fluttershy said.

"What word?" Pinkie asked. "End? Laugh? Jack—"

"That one," Fluttershy points out.

"But, Jiminy, Lampwick says a guy only lives once," Pinocchio insists.

"Lampwick, hmph!" Jiminy muttered, angrily walking away.

"Wait, Jiminy!" Twilight called. "Come back!"

"Now look what you three did!" Applejack said strictly. "If you want to act this way, ah'm leavin' too!"

"But—But Applejack!" Apple Bloom begged.

But Applejack wouldn't listen, nor did she say a word. She just walked away while a stunned little filly look on with teary eyes.

"Applejack!" Twilight called, turns to Rainbow. "Rainbow, you and Fluttershy go after them and try to convince them to come back."

"On it!" Rainbow said, grabbing Fluttershy with her.

"Come on, come on," Lampwick said. "Let them go."

The group watch Lampwick fill four glasses with beer from a barrel.

"You should be ashamed of yourself, young man," Rarity said to Lampwick.

"For what?" Lampwick said, giving beers to the kids. "Being free to do whatever I want?"

"For being a bully!" Pinkie scolds.

"Ah, the beetle can't take a joke and that horse with the cowboy hat is too bossy. Worse than Miss Marshmallow here."

"I beg your pardon!" Rarity said angrily, a hoof on her chest.

"First, Jiminy's not a beetle or a grasshopper, he's a cricket!" Twilight defended. "Second, Applejack is stubborn but she's only trying to help Pinocchio and the foals. We all do."

"Yeah, yeah, sure," Lampwick muttered.

Clearly there was no point talking to a boy with little interest in the subject, as they watched him spit from his mouth again disgusted.

* * *

Meanwhile, Jiminy and Applejack angrily walked toward the gate with Rainbow and Fluttershy in pursuit.

"Applejack! Jiminy, wait!" Rainbow called. "You have to come back! You can't leave them with that Lampwick guy!"

"Lampwick," Applejack muttered, kicking a cigar. "Hmph, Lampwick!"

"You said it," Jiminy Cricket said. "Burns me up! After all we tried to do for him."

In his anger, he walked through a book and destroyed a page.

"Who's his conscience anyway? Me or that, that hoodlum Lampwick?!"

"Now, now," Fluttershy said. "Apple Bloom does make a point. The boy may be ignorant and a little cocky…"

"A little?" Rainbow asked, eyebrow raised.

"Okay, maybe a lot. But he did act very friendly towards Pinocchio and the foals."

"Fluttershy, you're being too kind," Applejack argued. "He didn't even notice Pinocchio became sick. Did Apple Bloom say anything about it?!"

"Well, uh…"

"She's right," Jiminy said. 'I've had enough of this; I'm taking the next boat out of here!"

"So am I," Applejack said. 'You're with us?"

"If you think we're leaving our friends behind and those foals you are crazy!" Rainbow yelled. "It's not right, and you know it!"

But Jiminy and Applejack refuse to listen, bashing against the gate.

"Open up that door!" Jiminy yelled. "Open up! I wanna go home!"

"And fast!" Applejack said.

Suddenly, a noise from the other side of the gate made them stop talking. Curious, Applejack placed her ear against the gate.

"Do you hear that?" Applejack asked.

"It sounds like… Braying donkeys?" Rainbow asked, raising an eyebrow.

Jiminy peeked inside a tiny hole beneath the gate and went inside.

"Come on, Fluttershy," Rainbow said. "Let's fly over that gate and check it out."

"Oh, I'm not sure," Fluttershy said, uncomfortably.

"It's not a request!"

Rainbow grabbed Fluttershy by her hoof, flying toward the gate.

"Stay here, Applejack," Rainbow ordered.

Applejack nodded and looked around.

At the other side of the gate, the two Pegasus ponies landed safely on the ground next to Jiminy. Suddenly, they made an awful discovery.

"Come on, you blokes!" The Coachman shouts to his henchmen. "Keep 'em moving! Lively there now. We haven't got all night."

There, at the dockyards, was the same boat that was loaded with kids when they arrived on the island. But now, it's being filled with crate-loads of donkeys. The poor animals brayed in panic and sadness. The Coachman made sure his 'Shadow Beasts' did a good job, not noticing the two ponies and the little cricket.

"They _are_ donkeys," Rainbow said, wide eyed.

"Oh my," Fluttershy said, with a hoof to her muzzle.

"But what are they doing here?" Rainbow asked.

"And where'd they all come from?" Jiminy asked, scratching his head.

"Look, some of them have clothes," Rainbow points out. 'What's going on here?"

"Come on, come on," The coachman coaxed. "Let's have another!"

One of the goons open a small gate with a rope, grabbing one of the donkeys by the ears. He pulled him out and shoved him towards his master, who looked straight in the creature's eyes.

"And what's your name?" He asked.

A small tear left the donkey's eye and the only answer he gave was a bray.

"Okay, you'll do! In you go!"

The Coachman grabbed the donkey by the ears, stripping him of its clothes and kicked him inside a crate.

"You boys'll bring a nice price," He chuckled.

The crates the donkeys were kept have signs like 'Sold to the salt mines' and 'Sold to the circus'. The poor animals lowered their ears in fear and sadness.

"Hey, who does he think he is?" Rainbow said, about to approach. "Treating donkeys like that!"

Rainbow didn't get far when Fluttershy and Jiminy quickly stopped her.

"No, Rainbow," Jiminy warned. "They'll catch you!"

"But we can't just sit here and do nothing," Rainbow argued.

"There's nothing we can do right now," Jiminy said.

"Alright, next!" The Coachman called out.

A smaller donkey appeared in front of him, as the villain smiled.

"And what might your name be?"

"Alexander."

What happened then, shocked everyone more. The moment the donkey spoke, the eyes of the cricket and ponies went big.

"That one talks?" Rainbow asked.

"Just like the ones in Equestria!" Fluttershy gasped.

"But how?" Jiminy asked.

They weren't alone, even the Coachman was surprised.

"Hmm… So, you can talk."

"Ye-yes, sir," The donkey spoke, fearfully. "I wanna go home to my mama!"

The donkey's words hit the heart of the yellow Pegasus; a small tear came from her eyes.

"Oh, the poor thing," She said.

But the Coachman wasn't hit by those feelings, grabbing the donkey by the ears and tail hurling him in the paddock with other donkeys who also spoke.

"Take him back!" The Coachman shouted. "He can still talk!"

Fluttershy gasped at the treatment of these defenseless creatures.

"Please, please! I don't wanna be a donkey!" The donkey plead, along with the others. "Let me outta here!"

All the donkeys cried and begged, as the Coachman's shadow loomed against the wall.

"QUIET!" He yelled.

A crack of his whip made the donkeys silent, trembling on the ground before his gaze.

"You boys have had your fun, now PAY for it!"

"Boys?" Rainbow, Fluttershy and Jiminy asked in unison.

They began to think and suddenly, their eyes went wide.

"You don't think that…" Rainbow said.

"Those donkeys are the boys of the island!" Fluttershy realized.

"So that's what—We gotta warn the others, now!" Jiminy shouts, running back through the hole.

Rainbow and Fluttershy looked at each other in fear.

"What kind of place is this?" Rainbow asked, fearfully.

"Come along!" Fluttershy asserted.

The Pegasus ponies flew over the gates. The Coachman heard something and turned to the gates, seeing nothing.

"Hmm… Thought I heard something," He thought, turning around. "HEY! Who said you can sleep on the job?!"

Back at the amusement park, Applejack was still waiting when she saw Jiminy Cricket run beneath her.

"Jiminy!" Applejack shouted. "Where are you going?"

Applejack then saw her two Pegasus friends flying over the fate as fast as they could. She ran after them trying to keep up.

"Rainbow! What's going on?!"

Rainbow flew down to Applejack, panic in her tone.

"The gate! The boat! The island! Donkeys! Boys! HELP!"

"Speak clearly!" Applejack said.

"The boys turned into donkeys," Rainbow explained, clearly. "They're being sold for labor!"

"What?! But if…" Applejack said, then gasped. "Apple Bloom!"

"Pinocchio!" Rainbow yelled.

They rushed toward the pool hall as fast as they could, hoping they weren't too late.

* * *

In the meantime, the other ponies hung around the pool table with Pinocchio, the foals and Lampwick. Spike tried to comfort Apple Bloom, who spent the last few minutes crying.

"She—She left me," She cried. "She truly left me!"

"No. No, she didn't," Twilight said, comforting her. "She's just angry; you know how she is."

"Trust me I know little and that was NOT little," Pinkie said.

Pinkie took a sip of beer, sticking her tongue out in disgust. After a few smacks, she shrugged and took another swig.

"Yuck… This is strangest drink I ever tasted. But… When you drink more, you get used to it."

Twilight gave the pink mare a disapproving look.

"She doesn't trust me, Twilight!" Apple Bloom said. "She never trusts me! This is worse than the time she wouldn't let me stay alone on the farm!"

"You know how stubborn she can be," Twilight said. "She's only being overprotective because she loves you very much. She'll never leave you and neither would Jiminy."

"Ha! I hope they never come back," Lampwick said, drinking his beer. "To hear that beetle and your horses talk you'd think somethin' was going to happen to us."

But suddenly, Lampwick's ears grew long while he spat from his mouth again. Spike's eyes turned small witnessing it as he pulled Twilight by the tail.

"Uh… Twilight?"

"What?" Twilight turned around, her eyes widening too.

Rarity, Apple Bloom, Tender and Pinkie had the same reaction. Pinkie look down at her half-filled glass.

"Wow! This stuff really works!" Pinkie replied.

Surprised, Pinocchio looked at his beer. He shook his head and pushed the mug aside on the table.

"Conscience… Nah, phooey!" Lampwick muttered, while playing pool.

But then an ugly tail grew straight from the seat of his pants. Every pony shook their heads at that, even Pinocchio reacted weirdly. He looked at his cigar a few times and threw it away.

"Is no pony going to say anything about _that_?" Spike asked, fearfully.

But every pony was speechless as Lampwick remained completely oblivious.

"Where do you all get that stuff?" Lampwick said, walking towards the other side of the table. "'How do you ever expect to be a real boy?'"

He hit another ball and grabbed his cigar. Suddenly, when he turned around his face changed to that of a donkey.

"What do you all think I look like, a jackass?"

Rarity and Twilight faced each other, scared for one another.

"You sure do!" Pinocchio said, beginning to laugh.

Suddenly, his laughing changed to braying. He quickly covered his mouth, while Pinkie's hung to the floor after seeing and hearing that.

"Pinocchio," Apple Bloom said. "How did…"

But suddenly, Apple Bloom brayed too much to Tender Taps' surprise.

"Wah!" Tender gasped.

"What's happening?" Spike asked.

Lampwick approached the puppet and the filly, who covered their mouths with their arms.

"Hey, you two laughed like donkeys!"

The boy began to laugh, till he also began to bray. He quickly covered his mouth… Or muzzle in that fact.

"Did that come out of me?"

Every pony nodded fearfully.

"And that's not the only weird thing," Spike said, softly.

"What do you mean?" Lampwick asked.

"Well… Touch your face," Pinkie said, frighteningly.

Lampwick touched his nose, which felt rounder and weird.

"Oh!"

Then he touched his checks and felt that they were furry.

"Huh?"

Then he slowly touched his ears and noticed they were longer. He quickly grabbed them and looked at them.

"What the—What's goin' on?"

He quickly walked towards the mirror and to his horror, he saw his donkey face.

"AAAAAAHHH!"

Every pony screamed, as they watched Lampwick run around the room in fear and panic.

"I've been double-crossed!" Lampwick yelled. "Help! Help! Somebody, help! I've been framed! Help!"

The ponies, dragon and puppet couldn't help but watch in horror. Lampwick fell on his knees crawling toward Rarity, who didn't know what to do. It scared her as he got close, as she stepped backward.

"Please, you gotta help me," Lampwick begged, crawling towards Pinocchio and the foals. "You gotta help me! Oh, be a pal!"

The frightened boy grabbed Pinocchio by his overall, shaking him.

"Call that beetle! Call that horse with the hat! Call anybody!"

Suddenly, to every pony's horror, Lampwick's hands were forcibly changed into hooves.

Pinocchio gasped and Rarity screamed.

"AH!"

"Mama!" Lampwick yelled his lungs out. "MAMAAAAAAAAAAA!"

The poor boy was forced to walk on all fours, not long before he lost his speech. Every pony hid behind a chair or table while the donkey, formerly Lampwick, brayed wildly. Pinocchio bit his fingers watching this.

"Twilight, what's happening to him?!" Spike asked.

"I-I don't know!" Twilight said.

The donkey bucked against the mirror, shattering it to pieces. He also bucked the table and chairs, while kicking off his clothes.

"He's going crazy!" Pinkie said, ducking.

"What sorcery is this?" Rarity asked.

Twilight and Pinocchio ducked from a chair. But the problem grew worse, as Pinocchio grew donkey ears much to Twilight's horror.

"Oh no!" Twilight gasped.

Pinocchio felt and grabbed his ears, looking at them in horror.

"Oh, what happened?"

But he wasn't the only one, for Apple Bloom and Tender were next. Both gasped when they saw they each had donkey ears too, then they felt their own ears and screamed.

"I've got donkey ears!" Tender Taps cried.

"Me too!" Apple Bloom screamed.

Meanwhile, Jiminy, Applejack and the two Pegasi raced as fast as they could toward the pool hall.

"I hope we're not too late," Jiminy said.

"I hope so too," Applejack panicked.

Back at the pool hall, the situation grew worse and Pinocchio was panicking.

"What'll I do?" He asked.

Suddenly he grew a tail, much to Apple Bloom and Tender's horror.

"It's getting worse!" Twilight said.

"Can't you do something?" Spike asked.

"I can't!" Twilight panicked. "I don't even know what's going on!"

Finally, Jiminy and the others reached the pool hall.

"Pinocchio!" Jiminy called.

"Jiminy!" Pinocchio cried, approaching the cricket. "Oh, Jiminy, help!"

"Apple Bloom!" Applejack called.

"Big sis!" Apple Bloom cried, rushing toward her. "You're back! You're back!"

"Girls!" Rainbow cried.

"Rainbow!" Twilight said. "Something terrible is going on!"

"We know!" Jiminy said. "The kids, the boys, they're all donkeys!"

He placed a finger on each ear to demonstrate, then he looked at Pinocchio and the foals.

"Oh, you too!"

Pinocchio nodded.

"Mah goodness, Apple Bloom," Applejack said, shocked.

"What?" Spike asked. "All those boys changed into donkeys?!"

"Yeah!" Jiminy said. "The Coachman is loading them on the boat to sell them to the salt mines and the circus!"

"Good grief!" Rarity gasped.

"What if we turn into donkeys too?" Rainbow asked.

"Oh no!" Rarity said. "I'm too pretty to be a donkey!"

"We gotta get outta here, quick!" Jiminy said.  
Jiminy was about to leave until…

"Wait!" Fluttershy cried. "What about the children?"

"And Lampwick?" Tender asked, noting the donkey in the corner.

"I'm sorry, but there's nothing we can do," Jiminy said, regretfully. "We gotta get these three off the island before it gets worse!"

"What? We can't leave!" Rainbow argued. "We got to stand and fight!"

"Haven't you seen those goons?" Jiminy asked. "It's dangerous! We must escape while we have the chance."

The whole time Twilight thought as they argued, then a determined look shown on her face.

"No, Dash is right. We have to save those boys. No pony deserves such a fate, not even them. Jiminy, you take Pinocchio, Apple Bloom and Tender Taps with you. We'll deal with the Coachman while you find a way to escape."

"Are you sure?" Jiminy asked.

Twilight and all her friends nodded. Jiminy understanding they were in good hooves.

"All right, kids. Follow me."

"But I wanna help too!" Pinocchio said.

"Me too!" Apple Bloom said.

"Me three!" Tender said.

"It's too dangerous," Applejack insists. "It's best you leave with Jiminy.

"But…" Pinocchio said.

"You can help us by doing what Applejack says," Twilight said. "We'll be fine."

"Come on!" Jiminy urged.

Twilight watched the cricket and children run off through the park.

"Be careful!" Twilight shouted, before facing her friends. "Come on, let's save some children."

* * *

During that time, the Coachman was busily loading the boat with more donkeys.

"Hurry up, you blokes!" He called out. "Next one!"

Another donkey was shoved toward the Coachman, who eyed evilly toward the animal.

"And what is your name?"

Suddenly, a hard pounding sound from the gate interrupted him. Confused, the Coachman turned toward another pounding. It became harder every few seconds and the Coachman didn't like this.

"What's goin' on?!" He demanded. "Who is there?!"

The Coachman got his answer when the gates burst open with one hard pound. And there they were: Applejack, her hind legs in the air. As she dropped them to the ground, her friends came closer. The Coachman was both surprised and impressed.

"Well, well, well," He replied. "What have we got here? A group of colorful horses and a lizard? How interesting."

"Why does everybody call me a lizard?!" Spike sighed.

"I am Twilight Sparkle of Equestria, the Princess of Friendship," Twilight said, sternly.

"A talking pony with a horn and wings?" The Coachman asked. "Hmm… A female one too."

"That's right," Twilight said. "We are talking ponies."

"Equestria, you say," The Coachman said. "So, you're the ponies they spoke about."

"They?" Twilight asked. "What are you talking about?"

"What's your business here?" He asked.

"We know what this island does, Coachman," Twilight said. "We know what you're doing with the children."

"Yeah, so let them go!" Rainbow commanded.

"Me? Release them?" The Coachman laughed. "Aren't you priceless. You enter my domain and command me to free these stupid little boys?"

All the donkeys were surprised to see their saviors were talking horses and a dragon.

"Please, help us!" A talking donkey cried.

"Let me out of here!" Another shouted.

"QUIET!" The Coachman shouted, cracking his whip. "Or I'll slap you so hard, you'll lie on the ground for a week!"

"Don't worry, children!" Fluttershy called. "We'll get you out!"

"We're giving you one chance," Twilight warned. "Release those boys or we're going to have to make you."

"Really?" The Coachman grinned. "Not very smart to antagonize someone like me."

"We've faced bad guys worse than you," Rainbow said.

"You know, you really are unique creatures," The Coachman said. "You'd bring a nice price."

The ponies stood their ground as the Coachman readied his whip.

"Wha—You—You're going to sell us too?!" Rarity asked, angrily.

"People would pay a lot of money for someone like you. Maybe I'll keep a few for myself."

The Coachman turned his attention to his goons.

"Hey, you blokes! Grab those ponies and put them in some crates!"

With one crack of the whip, the goons approached on command. The creatures dropped the crates and ropes and pursued the ponies.

"Uh, Twilight?" Spike asked. "What do we do?"

"To the amusement park!" Twilight commanded.

The ponies and dragon rushed back towards the park.

"After them!" The Coachman commands, with one more crack of his whip.

The goons ran after them toward the center of the park. At the moment, they ponies stood still for a moment.

"Now what?" Spike asked.

"We fight," Twilight said, determined. "Every pony take a section of the park and use it to your advantage. Pinkie, you take the roller coaster! Rainbow, you and Rarity use the merry-go-round. Spike, you and I take the Ferris Wheel. Applejack, you and Fluttershy use any part of the park that could stop those creatures. Remember, use anything that can be helpful, even your own strength!"

"Got it!" Every pony said in unison.

Soon, every pony split in separate ways. The Shadow Beasts looked in all directions they went. One of them grunted to the others on where to go and they dispersed towards the equines.

Pinkie arrived at the roller coaster, looking behind and saw the creatures on her tail. She pulled the lever and the carts began to move. Surprising that, even in ruin, the amusement ride still works. She jumped inside one of the carts, bringing her to the top of the tracks. The beasts also jump into the carts, pursuing the pink pony.

Pinkie was almost at the top, preparing herself to go down. Judging by the many loops and drops, she knew it would be a long ride. Suddenly, the cart sped down the drop and she yelled:

"WHEEEEEEEEEEEE!"

She had fun but forgot one thing. She looked behind her and saw the creatures on the carts coming closer. She knew there was only one thing to do: She prepared her cannon and threw everything in it. Pies, bricks, confetti, even a kitchen sink. Locked and loaded, she took aim and fired.  
One shot hit one of the creatures making him fall off the ride. The others narrowly dodged and held on as the cart rode a series of loops really fast.

"Just to let you know," Pinkie said to the camera. "Never do this on a roller coaster… Ever!"

She fired a few shots from her cannon again, as the carts came closer and closer. One of the creatures lunged his hand to grab her.

"Say 'splattered!" Pinkie Pie said.

The creature was confused until he got a pie in the face. He tried to scrape it off, but he lost his balance and fell off the cart.

"Should have kept your arms and legs inside!" Pinkie shouted.

After a few loops, she nearly reached the end of the ride. But a few more beasts waited there. Pinkie made her cannon disappear and took two cupcakes from her mane.

"Eat cupcakes, you fiends!" Pinkie yelled.

She fired an entire barrage of cupcakes; the Shadow Beasts were hit and fell on the ground. She kept throwing like a maniac, laughing crazily. Finally, after they were defeated, she blew a little smoke from a cupcake away and ate it.

Meanwhile, Rainbow and Rarity were busy with a big group of Shadow Beasts. Rainbow flew toward them and punched them, while Rarity held them back with a few magic beams of her own. Then Rainbow flew around so fast, she created a tornado twirling the creatures inside. Suddenly, the blue Pegasus flew high in the sky and used a storm cloud to release a powerful lightning strike toward the tornado, electrocuting the beasts. They fell to the ground, while Rainbow did a superhero landing on the ground.

"Eat your heart out, Spitfire."

But then she turned and saw the beasts rise up, charging toward her while she frowned.

"Oh, come on!" Rainbow shouts. "These guys won't give up!"

"What'll we do?" Rarity asked. "We can't hold them forever."

Rainbow looked around till she found the merry-go-round and smiled.

"I've got an idea: Find the lever to the merry-go-round and on my signal, pull it!"

"Okay," Rarity nodded.

While she rushed toward the amusement ride, Rainbow faced the monsters.

"Hey, you big, dark gorillas! Over here!"

It drew their attention and they immediately pursued the Pegasus. Rainbow flew towards the merry-go-round ensure the beasts followed her.

"That's right, follow me!"

Rainbow made it inside the ride, when the beasts came close. They were all inside and tried to grab her, but she quickly flew out.

"NOW!" Rainbow shouted.

Rarity pulled the lever, causing the merry-go-round to spin. The beasts were confused as they looked around.

"Time to make it a little faster!" Rainbow said to herself.

She flew round and round the merry-go-round, causing the ride to spin faster. The beasts bumped against the horses and almost fell off the ride. But Rainbow made sure none of them left.

"We need something to keep these guys from getting away," Rainbow called out.

Rarity thought and looked around. She found some long iron bars, used her magic to life them and place along the openings of the ride. She made sure they were stuck so the creatures can't escape and as a finishing touch, she grabbed a large ribbon and place it around the ride tying it in a bow.

"Et voila!" Rarity said. "If we're going to put them behind bars, it's best to do it with style!"

"Oh brother," Rainbow groaned, rolling her eyes.

In the meantime, Applejack and Fluttershy fought against six Shadow Beasts. The cowgirl punched and bucked them, occasionally using her lasso to bring one to the ground. Fluttershy didn't know what to do in the first place, having never been a fighter. Suddenly, a big fist slams toward the ground in front of her. Startled, she looks up to the eyes of the Shadow Beast staring at her with bright white eyes.

"You seem tense," Fluttershy spoke, before giving an adorable smile. "Do you wanna talk about it?"

The beast raised an eyebrow, as if taken aback by that question.

Elsewhere in the park, Twilight and Spike fight an entire horde of beasts. Twilight pulled a lever, activating the Ferris Wheel.

"Get inside, Spike!" Twilight instructs. "We'll fire at them!"

Spike hopped into one of the passenger cars of the giant wheel, while Twilight quickly jumped inside another. The creatures ran as fast as they could, trying to jump into the cars. Spike fired some fireballs and Twilight shot a few magic blasts. One of the beasts gave the others a leg up into another car. But Twilight caught that and fired a blast at them before they could reach her.

Meanwhile, Rainbow, Applejack and Rarity tried to reach the dockyards to free the boys. In their hurry, they forgot about Fluttershy, who was talking to a crying Shadow Beast.

"That's it," Fluttershy said, soothingly. "Let it all out."

"Fluttershy!" The three ponies called out.

Fluttershy's eyes went wide when she heard her name.

"Oh! Sorry, our time is up. Buh-bye!"

Fluttershy trots toward her friends, while the monster waved her 'Goodbye'. She regroups with the ponies towards the crates and paddock, intent on freeing the donkeys.

"Come on, ya'll," Applejack calls out. "Let's open these crates."

Applejack approached a crate where two donkeys brayed for help.

"Don't worry, ah'll get you outta there. Ah'll take a step backwards if ah were you."

The donkeys stepped back, as Applejack reeled her hind legs and smashed the crate with a good buck. The donkeys emerged unscathed, grateful to be free. Rainbow and Rarity manually opened the crates their own way, while Fluttershy opened the paddock while calming the other donkeys.

"Come out, little ones," Fluttershy said, softly. "Come out."

The donkeys ran out of the paddock and surrounded the yellow Pegasus.

"Thank you, miss," They cried. "Thank you."

"Oh, it's nothing," Fluttershy smiled.

"Not so fast," Applejack said, approaching the group. "We're having a big talk about bullying and disobeying when this is over."

"Come on, guys!" Rainbow called out. "We gotta get out of her before it's too…"

Rainbow Dash turned around and saw a swarm of the Coachman's goons approaching them.

"… Late!" Rainbow finished.

The donkeys were scared, but the ponies stand their ground as the Shadow Beasts drew closer. One was ready to attack when a kitchen sink landed on its head, knocking him out cold. The ponies, raising an eyebrow, looked behind the goons, who turned around. They saw Pinkie Pie, her cannon at the ready, as Spike and Twilight joined her. They fired magic blasts and fire simultaneously, while running toward their friends.

"Every pony alright?" Twilight asked.

"Yeah," They nodded.

"We're totally doing it, you guys!" Pinkie said, excitedly.

"Hang on to your tails, girls," Twilight said. "We're getting more company!"

At the gate, more goons arrived and surrounded the group. The beasts looked menacing, but our heroes, not even Fluttershy, were scared. They were ready for combat, determined to protect the boys.

"There's too many of them," Applejack noted.

"We can do this!" Twilight declared, stomping her hoof. "Together!"

The ponies charge toward the goons, unleashing their battle cries as the goons charged toward them. On contact, a series of punches and kicks were hurled. The Shadow Beasts have great strength, but nothing the ponies can't handle. The donkeys stare in awe, mouths wide open, as the battle shows the ponies doing various attacks on the goons. Twilight firing magic blasts, Pinkie throwing cupcakes, Applejack using her hind legs to buck the goons, Rainbow flying and punching goons left-and-right, Rarity using special gems as projectiles, Fluttershy calling for help from the seagulls around the island and Spike breathing fire. They were a formidable team, but the goons pressed on.

During that time, Rarity used a needle to sting a goon in the rear, the beast grunting in pain while holding his behind. Another goon hurls a crate toward Twilight, who quickly destroyed it with her magic. Two goons grabbed Pinkie and Rainbow, but Spike's stream of fire breath sent the goons running trying to put out the fire on their arms.

"Every pony out of the way!" Twilight yelled.

Her friends jumped to the side as Twilight charged her magic, her eyes glowing white, and suddenly unleashed a powerful wave of magic and lightning around the goons. When the glow cleared, the goons were unconscious as Twilight stood her ground and breathed heavily.

"Whoa!" Rainbow said, wide eyed. "That… Was… AWESOME!"

"Woo-hoo! We did it!" Pinkie cheered. "We beat them all!"

The donkeys approach the ponies and dragon.

"Wow," One donkey said. "That was so cool!"

"No time to celebrate," Applejack said. "We need to get off this island and fast!"

Twilight turned toward the boat, which gave her an idea.

"Everyone, get on the boat!"

"But what about Jiminy, Pinocchio and the foals?" Rarity asked.

"I'm sure they've reached town by now," Twilight assured. "We're leaving this cursed island now."

"Alright, let's go!" Rainbow calls out.

Rainbow lead the donkeys toward the boat, when something grabbed her leg and hurled her toward a bunch of crates knocking her unconscious. Every pony looked behind and saw who was responsible. It was the Coachman, using his whip to hurl Rainbow Dash away, staring menacingly and ready to fight.

"You blokes going somewhere?" He laughed. "Don't leave yet."

"It's over, Coachman," Twilight glared. "You've lost."

"Lost? I don't think so. You're not taking my donkeys anywhere. They're staying here and you too."

"They're not donkeys! They're innocent children like any other."

"Ha! You call these disobedient brats innocent? You saw what they did on my island. They've proven they're worthless!"

"Maybe so, but they still have a chance to change their ways. It won't be easy, but they will!"

"How dare you take these boys away from their parents?!" Rarity stomped her hoof.

"You've got it wrong about me," The Coachman replied. "I'm a moralistic chap; I'm just teaching them a lesson."

"You call this moralistic?!" Twilight asked, angrily. "Turning children into donkeys? Selling them as slaves?!"

"Yes, and I'll sell every child in the world if I want," The Coachman said, raising his tone. "And I'll silence everyone who gets in my way!"

"Not if we stop _you_," Applejack threatened."

"Ha-ha-ha-ha! What a world we're living in," The villain replied, preparing his whip. "I'm getting' myself a goldmine when I'm through with you!"

"CHARGE!" Pinkie yelled.

The ponies race toward the Coachman, who raised his whip to strike. Suddenly, Rainbow Dash, conscious once more, struck the Coachman tackling the villain against a bunch of crates.

"Boys!" Twilight called out. "Get on the…"

CRACK! The whip struck inches from Twilight before she could finish. The Coachman got up, preparing his whip for another strike. Pinkie prepared two cupcakes, but this time, lit special candles on top.

"Let's try some explosive flavor!" Pinkie said.

She hurled the cupcakes toward the Coachman, who used his whip to crack the delicious goodies in two. They exploded in midair as Twilight shot a magic laser through the smoke, but he dodged.

"You think magic and explosive candy can hurt me?" The Coachman said.

CRACK!

"AAH!"

The Coachman cracked his whip against Twilight's face, making her yell in pain as her cheek slowly bled. Fluttershy gasped and ordered the seagulls to attack the Coachman. The gulls proceed to peck the big man as he swiped his arms.

"Argh! Get off, you bloody sea rats!"

"Try this on for size!" Rainbow declared, preparing a storm cloud.

She shot lightning against the Coachman, while Twilight and Rarity fired magic blasts. The three attacks combined made him crash against the wall. But to their surprise, he recovered quick for a man of his age as he cricked his neck.

"Whoa," Rainbow gasped. "This guy don't know when to quit."

"Keep fighting, girls!" Twilight called.

* * *

A few minutes or hours in, Jiminy, Pinocchio and the two foals were set to leave the island. They found themselves at the top of a hill.

"Okay kids, here's the plan," Jiminy instructs. "When we get to the top, we jump in the ocean and swim to town."

"I don't think we can make that," Tender said.

"I barely know how to swim!" Apple Bloom added.

"There's no other way," Jiminy insists. "We gotta jump!"

Suddenly, a series of various sounds drew their attention to the dockyards. They witnessed the fight between their friends and the Coachman's minions. It was surprising for the cricket.

"What did your sister and friends do for a living again?" He asked.

"Save Equestria against monsters and bad guys," Apple Bloom replied.

"That's amazing!" Pinocchio said, in awe.

Suddenly, they saw their friends fight the Coachman, who proved more than a match for the ponies. Apple Bloom feared they would lose.

"Applejack!" She cried, running down the cliff.

"Apple Bloom, wait!" Jiminy called out. "Are you out of your mind? We have to leave the island!"

"We have to help them!" Apple Bloom insists.

"But there's nothing we can do…" Jiminy began.

"We have to!" Apple Bloom interrupted. "This is my fault… Our fault. If we listened to them in the first place, this wouldn't have happened. Ah gotta save mah sister!"

"No, Apple Bloom!" Jiminy yelled. "Come back!"

But his words fell on deaf ears as Apple Bloom rushed toward the park.

* * *

Meanwhile, Applejack and Pinkie hurl apples and cupcakes, while Twilight and Rarity fired magic and gems toward the Coachman. The villain blocked their attacks, flailing his whip in different directions. Suddenly, Twilight shot a blast at his hand making him drop his whip. Rainbow quickly tackled and pinned him to the ground.

"Now I got ya!" Rainbow smirked.

"You think so?" The Coachman asked.

He grabbed her mane and pulled hard, making her yelp in pain. Then he grabs her tail and throws her aside, the way he did with Alexander. He retrieves his whip and gave one hard crack on the ground, forcing the ponies to step back.

"I told you before and I'll say it one more time," The Coachman said. "I won't let anyone ruin my business!"

The Coachman cracked his whip against the ponies and dragon a few times, making them grunt and yelp in pain. Applejack stood back up and charged toward him, forcing him to the ground. She punched his face several times.

"You… Will… Pay… For… This… Especially… Bringing… Mah sister and her friends… Here!"

But suddenly, the Coachman grabbed her hoof and tossed her aside. He proceeds to hit her back with his whip, making her scream as he grinned maliciously.

"Attacking me? Not so smart, are ya?"

He struck her again with the whip over and over, forcing her to scream louder. Little Apple Bloom reached the bottom and ran toward her friends, only to gasp in horror at the sight. Applejack saw her as her eyes widen.

"Apple Bloom…" She said between breaths.

CRACK! The Coachman whipped her again and she yelled in pain.

"I love it when you scream," The Coachman said, chuckling. "More… Give me more… I wanna hear you scream till you DIE!"

Fluttershy, lying on the ground, slowly turned to the boys-turned-donkeys watching everything.

"Please," Fluttershy pled. "Help us!"

The donkeys faced each other in fear, unsure of what to do.

Apple Bloom stood helpless, till something snapped inside her. Her eyes stared angrily at the villain and she dashed toward him. The Coachman was about to strike Applejack, when his eyes were blinded by a pair of yellow hooves.

"You leave mah sister alone, you bully!" Apple Bloom yelled.

"Get off me!" The Coachman flailed, trying to reach the filly. "I can't see!"

"Apple Bloom!" Twilight yelled.

Suddenly, the Coachman grabbed her and tossed her to the ground. She landed with a grunt, facing a very weak Applejack.

"Apple Bloom… I'm sorry," She said, closing her eyes.

"Well, well, well," The Coachman grinned. "Lookie what we got here?"

"Apple Bloom!"

A familiar voice caused Apple Bloom to look behind her, as Jiminy, Pinocchio and Tender Taps arrived.

"Apple Bloom, look out!" Jiminy pointed.

The little filly looked in front of her, as the Coachman raised his whip to hit her. But suddenly, the donkeys swarmed over the Coachman and attacked him.

"What's this now?!" The Coachman yelled.

"Run, kids!" Twilight yelled. "Run!"

Apple Bloom reunites with Jiminy, as the kids ran up the cliff. The Coachman pushed and swiped the donkeys out of the way staring at the children with red eyes.

"Faster!" Jiminy said, looking back. "He's after us!"

Sure enough, the Coachman was getting closer as he climbed to the top of the cliff. The group climbed till they ended up at a dead end. They turned around and saw the Coachman reach the top, grinning toward them.

"Now I got ya," The Coachman said, grabbing Apple Bloom. "Folks will pay a nice price for you!"

"No, let me go!" Apple Bloom yelled, trying to break free.

Pinocchio and Tender couldn't help but watch. As all hope seemed lost, a fire sparked from within and the two boys mustered their courage with a fierce gleam.

"Hey, coward!" Pinocchio shouts.

"What now?" The Coachman asked.

Pinocchio kicked him in the shin, making him yell in pain. Apple Bloom bit his fingers, making him yell louder. Then Tender struck his face and Pinocchio span his body, much like in Stromboli's show, colliding with the Coachman, releasing Apple Bloom. The villain reeled his whip to strike, only to stumble on the edge and almost fell. But Apple Bloom charged and gave one buck with her hind legs making him fall off the cliff screaming. The kids loomed over the edge, but it was so dark they couldn't see if he hit the ocean or rocks. But it didn't matter; the Coachman was defeated.

"He's gone," Apple Bloom sighs.

"Are you okay, Apple Bloom?" Pinocchio asked.

"Yeah… Thank you. Thank you, both of you."

Apple Bloom hugged Tender and Pinocchio, when suddenly her eyes widen in realization.

"Applejack!"

She quickly ran down the cliff, the others pursuing her. When she reached her other friends, she gasped in horror. The ponies and dragon surrounded Applejack, who hadn't moved an inch, they cried with worry. Apple Bloom and the others slowly approached as the others acknowledged their presence.

"Oh, my goodness," Jiminy gasped.

"Applejack? Apple Bloom asked.

"I'm sorry, Apple Bloom," Twilight said, tearfully. "I really am."

"What? No… She isn't… She can't be!"

The ponies and dragon just looked down sadly, as tears filled Apple Bloom's eyes. The little filly approached Applejack, who lied lifeless on the ground and her back bleeding from the whip wounds.

"Applejack?" Apple Bloom asked, pushing her sister for a reaction. "Applejack! Please, wake up. You have to get up!"

But no reaction came, as Apple Bloom began to shake.

"Applejack, please! We have to leave! Applejack!"

Apple Bloom shook Applejack's head, even pulled her ear with her teeth. But answer came none, as she desperately turned to the ponies.

"There must be something you can do! There must be!"

The ponies still looked sad, as Jiminy slowly approached.

"Apple Bloom… Try to understand," Jiminy said.

"NO! Ah won't!" Apple Bloom sobbed. "She can't be! She just can't…"

Apple Bloom flung herself toward Applejack, crawling under her arm and wrapping her tiny arms around her neck.

"Ah'm sorry, Applejack! It's all mah fault! You told me this trip would be dangerous; you told me not to talk to strangers! You were right along, and ah should have listened to you! Please, don't leave me!"

Apple Bloom planted her face against her sister, sobbing. The boys-turned-donkeys lowered their heads at the scene, their ears drooping in guilt and sadness. Little Apple Bloom lost a great sister who, just like her brother, looked after her when she was in trouble. But now, she can't protect her anymore. The little filly cuddled closer to her big sister, refusing to part from her. Every pony and everyone shed tears, but none more so than Pinocchio.

The puppet once again was overcome with guilt, like the time he and his friends were captured by Stromboli. But this time, because of his foolishness, a friend is lost. He knelt on the ground, silently crying in his hands.

A few seconds or minutes went by, as the little filly cuddled her lifeless sister saying 'Ah'm sorry' over and over. Suddenly, she felt movement along the side but not from the other ponies. An arm very close to her wrapped around Apple Bloom tightly. The little filly slowly turned to her sister, the cowpony's eye slowly opened and looked at her with a warm smile.

"Applejack?" Apple Bloom asked.

"Hi, little sis," Applejack said, softly.

Apple Bloom shed tears again, not in sorry but joy. She was speechless at first, then quickly hugged her.

"You're okay!" She nuzzled. "She's okay!"

Every pony witnessing couldn't be any happier, they quickly hugged their dear friend. Pinocchio looked from his hands and a smile appears. He, along with the others, rushed toward them for a group hug.

"Ah knew you'd be okay," Apple Bloom said, tearfully.

"We thought we'd never see you again!" Pinkie cried.

"Takes more than a few whip cracks to take this mare down," Applejack replied, cringing when Pinkie touched her back. "Ow!"

"Oops, sorry!" Pinkie grinned sheepishly.

After a few seconds, every pony stepped back to give Applejack some air. The cowpony faces Apple Bloom with a smile.

"Ah'm so, so sorry," Apple Bloom said. "I know now why you never wanted me to come…"

"No… I'm glad ya did," Applejack replied. Ah'm proud o' ya, mom would've been too. It takes real courage to stand up to that villain; you really are growing up."

"Thanks, big sis," Apple Bloom smiled, hugging her sister.

Suddenly, the boys-turned-donkeys cheered for them. But then the cheering stopped when the ponies came towards them with a stern look. They shuffled their hooves and looked down silently.

"See what happens when you disobey your parents?" Twilight asked, eyebrow raised.

The donkeys said nothing, only lowered their heads and ears in shame.

"I hope you've all learned your lesson," Rarity said. "Bullying is never good and that your parents are only trying to protect you."

"Yes, miss," The donkeys replied.

"Do you promise to be good boys?" Fluttershy asked.

"We promise," The donkeys said.

"Alright," Twilight nodded, approvingly. "Let's get on that boat and get you home!"

The donkeys cheered again as they all boarded the boat. After a few minutes, the ponies and dragon had rounded everyone while Pinocchio and Tender joined Apple Bloom and Applejack in a hug.

"Um, Applejack?" Pinocchio asked.

"Yes, sugar cube?" Applejack asked.

Pinocchio hesitated, not sure of what to say. Then Jiminy hopped onto his shoulder.

"Go ahead, Pinoke," Jiminy advised. "Tell her."

"I… I just wanna say… I'm sorry."

Applejack didn't respond, but she listened as Pinocchio looked down shuffling his feet.

"Me, Tender and Apple Bloom are very sorry. We should have listened in the first place."

"It's alright, we forgive you," Applejack assured.

"No, it's not alright!" Pinocchio said. "I almost lost a good friend, all for what I did."

Applejack smiled, as she raised his chin with her hoof.

"It's alright, Ah'm not mad," Applejack said. "A pony, or person in your case, learns from their mistakes and makes them just the same. We all do… Ah made a mistake walking out on you, all of you. Ah have no excuse; Ah'm sorry."

"What am I gonna tell Father?" Pinocchio asked.

"Ya have to tell him the truth," Applejack advised. "Ya promised the Blue Fairy and all of us."

"Bu-But what if he gets angry?"

"Ya still have to tell the truth. But ah think Geppetto is not the kind who would get angry very easily. Even if he does, it's only because he loves you. Okay?"

"Okay, I'll tell him everything," Pinocchio nodded. "No lies from now on. I'll even Pinkie Promise it without breaking it."

"You better be!" Pinkie called in the distance.

"That's the spirit, Pinoke," Jiminy said. "I'm sure after this whole ordeal, you'll be a real boy for sure."

"Ah think so too," Applejack nodded, opening her arm.

Pinocchio slowly came close, as the farm pony wrapped him in a hug. It felt very heartwarming, hoping to receive the same from his father. He may not know what a mother is; but if he wanted one, he hoped she'd be just like Applejack. Jiminy shed a few tears when Rainbow arrived.

"Hey, are we finished hugging now?" Rainbow asked, impatiently. "I'd like to leave this island now!"

"Yes Rainbow, we're ready," Applejack said, rolling her eyes.

"Let's go home," Pinocchio said.

Meanwhile, Pinkie stood behind the boat rudder with a captain's hat.

"Ready, every pony?!" Pinkie asked.

"Ready, Pinkie!" Twilight answered.

"Alright, every pony… And donkey! We're leaving the harbor! Next destination: Town, ho!"

Pinkie pulled the string, blowing the whistle, as the boat drifted away from Pleasure Island through the ocean. The donkeys couldn't wait to get back home, but none more excited than Pinocchio.


	11. Home at Last? - The Search for Geppetto

**Prankster's Paradise**  
**Somewhere on the Ocean**

The ocean was calm, when a head popped from the water. It was Sonata enjoying herself while Aria and Adagio relaxed on the boat. She and the other Dazzlings wore bikinis. Adagio wearing a purple one, green for Aria and red for Sonata. Their Shadow Beasts gave Adagio and Aria a relaxing back massage.

"Aaah, this is the life," Adagio sighs in relief.

"I hate to agree, I really do," Aria replied. "But Sonata, this was a great idea!"

"Yeah, I have my moments," Sonata smiled, taking another dive in the water.

Suddenly, Aria opened her eyes and saw a boat in the distance.

"Hey, Adagio. You're in the mood for more negative energy?"

Adagio turned to Aria then toward the boat, as a smile formed on her face.

"Nothing would make me happier, Aria."

Just as they were about to hatch their latest scheme, they didn't notice something big and dark lurking beneath the boat, ready to strike from the darkest depths of the sea.

* * *

After an hour or so, the boat finally docks at the village harbor. The children cheered, excited to reunite with their parents. The ponies, dragon, the cricket and the puppet were the first to hop off the boat, as the children-turned-donkeys followed.

"Here we are!" Pinkie said, cheerfully.

"Now remember what we told you," Fluttershy reminded the donkeys.

"Listen to your parents, go to school, don't talk to strangers and no bullying," One of the donkeys said. "We know."

"Atta boys," Applejack nodded approvingly.

"Uh, aren't we forgetting something?" Spike asked.

"What?" Every pony asked, in unison.

"How will we change them back?" The dragon asked.

"That's right," Twilight realized. "We never found out how to turn the donkeys back into boys."

"And no way that Coachman would ever tell us," Applejack added.

"Can't you do something, Twilight?" Jiminy asked.

"I'm sorry, Jiminy. I don't know if I can. This is a different kind of magic than I'm used to."

"Then what do we do?" Spike asked. "We can't let them live like this forever; their parents would probably kick them out.

"Now don't overreact, Spike," Jiminy said. "Let me think."

Suddenly, without anyone knowing, a white dove flew over them sprinkling magic dust off it's feathers along the donkeys. They began to glow and before the group's eyes shift back into boys. They even got their clothes back too.

_That's a good thing or it would've been very embarrassing… And inappropriate._

Anyways, the ponies gasped at the sight before noticing Apple Bloom and Tender were glowing too. The glow fades and the two noticed that their donkey ears and tails have disappeared.

"Look, Applejack!" Apple Bloom said happily. "They're gone!"

"Mine too!" Tender cheered, clicking his hind legs.

The boys looked at themselves and cheered happily, while the others stood baffled.

"How, in Equestria, did this happen?" Rarity asked.

Twilight pondered, before looking up to the dove flying across the sky.

"It's the Blue Fairy," Twilight smiled. "She changed them back."

"Huh, and I thought she said it be the last time she'd help us," Pinkie noted, scratching her mane.

"That fairy surprises me every time," Jiminy said, smiling.

"Thank you," Twilight whispered, hoping the Fairy heard it.

"Too bad she didn't change everyone," Rainbow points out.

The ponies turned toward Pinocchio, who still had his donkey ears and tail.

"But… Why?" Pinocchio asked.

"I suppose she left you like this because you haven't learned your lesson completely," Twilight assumed.

"But if you tell your father the truth," Applejack said. "She'll change you back in no time."

"Okay," Pinocchio nodded.

"Alright, ya'll!" Applejack said to the boys. "You run home now. Your parents are probably worried sick."

Without hesitation, the boys ran through the village back to their homes cheering… All but one. The group turned and no pony would expect this sight. The bucktoothed boy, Lampwick, standing right in front of them with a look of shame and his hands in his pockets.

"Well, well," Rainbow said, displeased. "Look who's still here."

"I, uh…" Lampwick hesitated, coming closer. "I just wanna say… Sorry for being a total jerk back there. You know, calling you names and all that stuff."

The ponies and cricket didn't answer, but they looked unhappy.

"Yeah, I deserved it. I deserved to be a donkey. Maybe I was better off sold to slavery."

After a while, the ponies expression softened.

"No," Applejack shook her head. "Not really."

"Kinda does," Rainbow remarked.

The ponies looked at her in disagreement, while she just shrugs with a 'What?' expression.

"That sure was amazing what you did back there," Lampwick said. "Boy, fighting that evil man and those monsters… And the way you freed us! What I'm trying to say is: Thanks!"

"Eh, it was no biggie," Rainbow said. "It's what we do."

"Yeah, no creepy old Coachman is going to transform children into donkeys or make them slaves for eternity while we're here," Pinkie said."

"I just hope you've learned your lesson too," Twilight said.

"Absolutely," Lampwick assured.

Then he turned toward Pinocchio, who stood quietly the whole time.

"Hey, Pinoky. Do you, Apple Bloom and Tender still wanna be friends?"

Pinocchio turned toward the ponies and his conscience. They thought about it at first until they nodded, even Jiminy nodded.

"Sure, Lampy!" Pinocchio said, showing his hand.

"Great!" Lampwick said, shaking his hand. "Wanna hang out after school?"

"Sure! But I should go to father first, he's probably worried."

"No sweat! See ya later then!"

Pinocchio and the others waved as Lampwick went home, whistling along the way. The Cricket hopped along Pinocchio's shoulder while Applejack stood beside Apple Bloom.

"Ya know, sis," Applejack said. "You were right about Lampwick; he is friendly."

"Maybe he's not such a hoodlum after all," Jiminy added.

"Yeah, he may have been an ignorant bully," Apple Bloom admits. "But he really was nice to us, and Pinocchio."

"Heh-heh, yes he is," Applejack chuckled.

"That sure was something on that island!" Spike replied, looking back.

"Boy, I thought we'd never make it," Jiminy said. "Certainly feels good to be back on dry land. Come on, let's get home."

"Let's finish that race to the shop!" Rainbow said, zooming ahead.

The rest of the ponies, cricket, puppet and dragon rushed at their own pace to Geppetto's workshop. But this time, they stayed close to Pinocchio and the two foals… Just in case.

* * *

A few minutes went by, but finally they reached Geppetto's workshop.

"There it is!" Rainbow said, the first pony to arrive.

"Thank Celestia, we made it!" Rarity sighed.

Pinocchio ran very fast towards the house, after such a long day.

"Father!" Pinocchio called. "Father, I'm home!"

"We're home, Mr. Geppetto!" Twilight called. "Home again!"

"It's me, Pinocchio!" Pinocchio called, pulling the doorknob and the bell. "I'm home to stay!"

"Here he is Mr. Geppetto!" Jiminy said, ready to go in. "Home at last."

But something wasn't right. They knocked and rang the bell, but there was no answer. Not a single sound.

"Why isn't he coming?" Rainbow asked.

"Mr. Geppetto!" Twilight called. "It's Twilight and the others! We have Pinocchio with us!"

"Hey, maybe he's asleep," Jiminy thought.

"I'm sure he'd have woken up by all that noise," Spike said.

"I don't know, maybe he's a heavy sleeper," Pinkie said, then gasped. "Or worse. What if he's…"

Every pony started thinking the worst, facing each other nervously.

"Oh, I hope not," Twilight said, nervously.

Jiminy hopped toward the window and peered inside.

"Father! Father, it's me!" Pinocchio called out.

"He's not answering, Pinocchio," Applejack said, placing a hoof over his shoulder.

Rainbow joined Jiminy at the window. They wiped off some of the dust for a better look.

"Guys, come here," Jiminy ushered.

Every pony, along with Spike and Pinocchio, approached the window and looked.

"Look!" Jiminy pointed out. "He ain't here."

"What?" Twilight asked.

She looked inside and realized he was right. There was no one in the house, not a single sign of life.

"He—He's gone," Pinocchio said, softly.

"Yeah, and Figaro," Jiminy said.

"And Cleo too," Fluttershy said.

Every faced each other, worried and confused.

"Did we come all the way here for nothing?" Rainbow asked.

Every pony sat along the stairs in front of the house, considering what must be done.

"What do we do now?" Fluttershy asked.

"We can't leave him here all alone," Applejack said.

"We must find Geppetto," Twilight said.

"But how?" Fluttershy asked. "We don't even know where he is."

"Maybe something awful happened to him," Pinocchio said.

"Don't worry, son," Jiminy comforted Pinocchio. "He probably hasn't gone far."

Suddenly, that same white dove flew over them and dropped a piece of paper with gold writing on it. It landed right before their eyes.

"Hey, look!" Jiminy said, hopping toward it.

Twilight looked above and just saw the white dove before it flew into the clouds.

"It's the Blue Fairy," Twilight said.

"Huh, I didn't know she does airmail," Pinkie said.

The cricket put on his glasses to read the words.

"It's a message."

"What's it say?" Apple Bloom asked.

"It's about Geppetto," Jiminy said.

"Really?" Tender asked.

"Where is he?" Pinocchio asked.

"Why, uh, uh, it says here he, uh, he went looking for you and, uh, uh, he was swallowed by a whale," Jiminy read.

"SWALLOWED BY A WHALE?!" Every pony said.

"Yeah, uh-huh, a—A whale?" Jiminy realized, then read. "A whale named Monstro."

"A whale?" Rainbow asked.

"Oh my," Fluttershy said, her hooves covering her mouth.

"With a name like Monstro, I bet he's very scary," Tender shuddered.

"Oh, he's—" Pinocchio thought.

The puppet looked down, while Applejack placed a hoof over his shoulder.

"Uh, but, but wait!" Jiminy read further. "He's alive!"

"Phew," Fluttershy sighed.

"Alive? Where?" Pinocchio asked.

"Why, uh, uh, inside the whale at the, at the bottom of the sea," Jiminy read further.

"Bottom of the sea?" Pinocchio asked.

"But that means…" Rarity pondered. "We have to go in there."

"And the sea is very big," Twilight points out. "It could take days, maybe months to find a whale."

While they were talking, they didn't notice Pinocchio walking away.

"Uh-huh. Uh—Hey!" Jiminy called, seeing the puppet run away. "Where you going?!"

"I'm going to find him!" Pinocchio declared, walking further.

"Are ya crazy, Pinoke?!" Applejack asked, running in front of him. "Don't you realize he's in a whale?"

"I've gotta go to him," Pinocchio said, walking further.

"Hey, Pinoke, wait!" Jiminy called out, turning to the others. "Well, come on! After him, quick!"

"Why do adventures always have to be so hard and epic?!" Rarity complained.

"Wait!" Jiminy called out. "Listen here, son!"

Together, they ran through the streets toward the sea.

* * *

It was already morning by the time they approached the cliff. They stood over the ocean preparing themselves, Pinocchio tying his donkey tail around a rock.

"And how do you suppose we stay under water without drowning?" Rarity asked.

"I can cast bubbles over our heads that allow us to breathe," Twilight answered. "Princess Skystar taught me that spell."

"What about Pinocchio?" Applejack asked.

"Well, he's made of wood," Twilight points out. "He's already using a rock to keep him on the ocean floor. He'll be fine."

"I'll be fine too," Jiminy said.

"How can crickets breath underwater?" Rainbow asked, an eyebrow raised.

"Insects don't have lungs like we do," Fluttershy explained. "Their respiratory system is not coordinated to a circulatory system involving blood pumped with oxygen and delivered throughout the body. Nor do they breathe through only a couple select openings like a mouth or nostrils. Crickets and other insects take oxygen via several spiracles or openings on the side of their bodies. This way oxygen enters through the spiracles, spreading throughout a system of internal tubes called 'tracheae'."

Everyone was silent as they listened to Fluttershy, even Twilight was stunned.

"Did any pony get that?" Rainbow asked, confused.

"Actually, she is correct," Jiminy said, dumbfounded then continued. "But listen, this Monstro… I've heard of him. He's a _whale_ of a whale. Why, he swallows whole ships alive!"

Spike gulped, while some of the ponies looked uncomfortable.

"Tie it good and tight now," The cricket said, helping Pinocchio. "And besides, it's dangerous. Why, I—"

"We have no choice, Jiminy," Twilight said. "If Geppetto is still alive in that whale, we have to get him out no matter what."

"Bye, Jiminy," Pinocchio said, offering his hand. "Bye, girls."

"Goodbye?!" Every pony asked in unison.

"Listen here, sugar cube," Applejack said. "You're not going down there alone."

"Geppetto is a friend of ours, too," Pinkie said.

"And we never leave a friend behind," Rainbow added.

"We're all coming with you," Apple Bloom said.

"We are?" Tender asked, till he saw Apple Bloom eyeing him. "I mean—Yes! Course we're coming!"

"I may be live bait down there, but I'm with ya," Jiminy said.

Pinocchio looked at all his friends surrounding him and smiles.

"Thanks, guys."

"Hey, that's what friends are for, right?" Applejack asked, tipping her hat.

"Then what are we waiting for?"

A cute girlie voice caused the group to look behind them as a figure with a peg leg appeared. It was none other than Pinkie Pie, her mane forming a beard around her chin, and wearing a hat.

"Come, mateys!" She said, in a serious dark tone. "We've got a whale to track!"

Every pony looked at each other and shrugged, before prepping to go in the water. Jiminy hopped onto the rock Pinocchio was carrying.

"Come, let's go!" Jiminy said, holding his nose.

The ponies and dragon held their muzzles or noses to avoid the pressure of the water.

"Ready?" Twilight asked.

"Ready!" Every pony answered.

Pinocchio took one step and fell straight into the ocean.

"Look out below!" Jiminy yelled.

"Follow me, every pony!" Twilight yelled, diving toward the water.

The others followed one-by-one.

"Here we go!" Applejack yelled.

"Cannonball!" Rainbow yelled.

"Geronimo!" Spike yelled.

"Little Strongheart!" Pinkie yelled.

Fluttershy simply fell, while Rarity dived with style. The foals just jumped, screaming as they fell toward the water. SPLASH! The water erupts as Pinocchio was pulled down, the others falling and trying to hold their bath. Reacting quickly, Twilight used her horn to create air bubbles around her friends and herself so they could breathe. Fish swam out of the way as they dropped to the bottom.

"Gangway down there!" Jiminy called.

Finally, Pinocchio reached the bottom while the other ponies swam down to meet up. Pinocchio almost lost his hat, but quickly grabs it.

"Are you alright?" Twilight asked.

"Yeah," Pinocchio nods, looking around. "Gee, what a big place!"

"Ah haven't swum this deep since that time me, Sweetie Belle and Scootaloo dove in that lake," Apple Bloom said.

"Why were you diving in the lake?" Tender asked.

"It's a long story."

"Like I said, it'll take a long time to find him," Twilight said. "But we can't let that stop us."

"I wish we were seaponies again," Rarity sighs. "My fins were simply divine."

"Maybe one day you will," Pinkie said, with a sing-song voice.

Confused, Rarity turns to Pinkie, who's eyes were looking up as if she were hiding something.

"What was that?" Rarity asked.

"Nothing," Pinkie said, innocently.

Jiminy struggles to stay on the bottom, while Pinocchio pulled his tail, so his feet stays on the sand.

"Come on, guys," Pinocchio called out.

"Alright," Jiminy said, grabbing a stone with his hat. "Soon as I take on some ballast."

Suddenly, a little fish appeared in front of him. Jiminy pushed it away.

"One side, sister," He says to the fish.

He places the hat on his head, making sure his feet stays on the ocean floor.

"Well, so long."

But the stone's weight caused him to flip upside down. The cute little fish smiles and turns upside down for fun. Fluttershy sees this and giggles.

"Aw, so cute," The shy Pegasus replied. "I think she likes you."

"Hmm… Put it in the wrong end," Jiminy replied.

He flips onto his two feet along the sand, grabs his hat and opens his pants wide. He didn't count on the fish being a peeping tom, but Jiminy was watchful and made sure the fish wasn't looking.

"Hmph, no more privacy than a goldfish."

He dropped the stone inside his pants, readjusting it.

"Ooh, chilly."

With that taken care of, he followed the others. They swam toward some big rocks searching for the giant mammal residing here.

"Father!" Pinocchio called.

"Pinocchio, I don't know if he can hear us," Twilight said. "Especially if he's inside a whale."

"We gotta try," Pinocchio said, searching further.

They swam toward the rocks, some covered with sea anemones and clams.

"Father!" Pinocchio called again.

The anemones and clams hid either in the rocks or within their shells. The group swam further along.

"Mr. Geppetto!" Pinkie and Apple Bloom called, simultaneously.

"Where are you?" Tender called.

"Hey, guys!" Jiminy said, trying to keep up. "Wait for me!"

"Father!" Pinocchio called.

"Father!" Jiminy called, suddenly realizing. "Huh, he ain't my father. Uh, Mr. Geppeto!"

Suddenly, the fish bit Jiminy's umbrella and pulled him back.

"Hey, what the—"

Jiminy fell onto the sand before he could finish. He used his foot to pry the fish away from his umbrella.

"Hey, le—Let go!"

"Easy on the little darling, Jiminy," Rarity said. "She just wants to play."

"It's only slowing me down!" Jiminy argued, threatening the fish with his umbrella. "Run along, ya little…"

Suddenly, a bigger fish, probably the parent, loomed over Jiminy.

"Squirt," Jiminy finished, nervously.

The bigger fish didn't look very happy, staring the cricket in the eyes. Jiminy nervously backed away.

"What's the matter? Can't a fellow, uh—I was only—"

The cricket stumbled over a rock and fell on his back, while the big fish kept staring angrily. Jiminy tipped his hat nervously.

"We were only looking for Monstro."

The moment Jiminy said that, the big and little fish shivered in fear and swam away. The danger was over, for the moment.

"That got 'em," Jiminy said.

Meanwhile, every pony kept searching not knowing schools of fish followed them curiously.

"Father!" Pinocchio called.

"Mr. Geppetto!" Rainbow called.

"Father!" Pinocchio called again.

He paused for a moment, while the water pulled him back. Fortunately, the tail wrapped tightly to the rock kept him afloat. It was then they noticed all the different fish appearing in front of them.

"Oh, look!" Pinkie said.

"Hello," Pinocchio greeted.

He tried to pet a fish, but it swam into his sleeve, ticking him in the process. The fish swam out his other sleeve as Pinocchio turns around. The group turn and were stunned at all the fish looking at them.

"Did they follow us?" Rainbow asked.

"Guess so," Applejack said. "Maybe they're curious of where we're going."

"Maybe they can help us," Fluttershy said. "I speak fish too."

She slowly approached the fish, who had never seen a creature like her before.

"Um, excuse me. But can you tell us where we can find Monstro the Whale?"

But the moment she asked, the fish shivered in fear and swam away.

"What's the matter with them?" Rainbow asked.

"That was rude," Pinkie agreed. "Swimming off without answering."

"I think they're… Scared," Fluttershy said. "Of the whale."

"Can't blame them," Spike said. "They're little fish and Monstro is humongous. Brr! That name alone gives me chills."

In the meantime, Jiminy Cricket knocks on an oyster shell, which opened on contact.

"Uh, pardon me, pearl," Jiminy said, clearing his throat before stepping inside. "Are you acquainted with Monstro the Whale?"

SNAP! The shell closed and quickly dug inside the sand spitting Jiminy and his hat out. Both were trapped in bubbles.

"Whoa, hold it there," He said.

Jiminy uses his umbrella to grab his hat, unintentionally causing his bubble to fill with water. When the bubble got full, it pops freeing Jiminy.

"Father!" Pinocchio called again.

"Mr. Geppetto!" Spike called.

Jiminy caught up with the others, swimming towards Pinocchio's rock which got covered in marine life. He shoved a starfish out of the way and swept off the other creatures.

"One side there, son. Come on, boys, break it up. Break it up now."

Jiminy stood on the rock as they swam through some seaweed, when they heard neighing sounds. Next thing you know, Jiminy Cricket got surrounded by seahorses.

"Hey, what the—Whoa, quit, quit, quit shoving now. Quit, whoa. Don't crowd. Now take it easy. Take it easy there."

Soon the ponies, Spike and Pinocchio were surrounded by them too.

"Aw, look at the seahorses," Fluttershy said.

"So gorgeous," Rarity replied.

"So cute," Pinkie said.

One of them wrapped its tail around Pinocchio's nose. The puppet giggled and grabbed it gently. Jiminy was riding a seahorse that looked more like a donkey.

"Whoa-ho-ho there. Whoa! Steady there, Nellie. Go ahead, Pinoke, ask them."

"Could any of you tell me where to find Monstro?" Pinocchio asked the seahorses.

Once again, the seahorses swam off in fear. The one Jiminy rode on kicked wildly to get him off his back.

"Whoa! Whoa, boy!" Jiminy shouts. "Whoa, whoa! Hey!"

The seahorse gave him one punch with its tail and swam away.

"Uh, sakes alive," Jiminy muttered, swimming further.

"I guess we can't ask the fish," Twilight said. "They're too scared when we say his name. It's up to us now."

And so, they continued their lonely search across the big ocean.

"Father! Father!" Pinocchio called.

"Mr. Geppetto!" Jiminy called.

"Where are you?!" Pinkie called.

Many fish and marine life watched the group's search for the beast, the terror of these waters. Let's just hope our heroes know what they're getting themselves into.


	12. The Monstrous Whale - The Evil Trio

Somewhere, in a very strange place, a boat floated on the water. It was very quiet; the only sign of life was an old man with his cat and goldfish. They were none other than Geppetto, Figaro and Cleo. Geppetto and the kitten were fishing, but thus far haven't caught anything. It looked very sad for them.

"Not a bite for days," Geppetto said. "We can't hold out much longer."

Cleo the Goldfish pushed some pebbles up in her bowl. They looked like tombstones, thinking they were gonna die soon. Geppetto looked very cold, so much he sneezed along with Figaro, the cat almost falling from his spot.

"I never thought it would end this way, Figaro," Geppetto said. "Starving to death… In the belly of a whale."

Figaro shed a single tear, rubbing himself against his owner. Geppetto stroke his friend's back.

"My poor little Pinocchio. He was such a good boy and those ponies and that little dragon… They were so sweet and kind. Even little Apple Bloom and Tender Taps. They got along so well with my boy. If we don't make it, Figaro, I hope they take very good care of him.

After a while, Geppetto checked his fishing pole to see if he got a bite. But not even a nibble.

"It's hopeless, Figaro."

As he placed the pole back in the water, Figaro pulled his line with his tail. Sadly, he didn't catch anything either.

"There isn't a fish left," Geppetto said. "If the monster doesn't wake up soon, I—I'm afraid we—We are done for."

Geppetto was on the verge of giving up, holding his hand to his face in defeat.

* * *

Meanwhile, our heroes continue their search for Geppetto but found no clues. Their search leads them through deeper waters.

"It's no use," Rainbow groaned. "We're never gonna find him. We've tried talking to fish and they swim away because they're scared. Urgh, it's hopeless!"

"We can't quit now," Jiminy said. "There are lives at stake."

"We have to find that Monstro and fast," Applejack said.

"Pfft… Monstro," Rainbow mocked. "I bet he's just a big sissy. Ain't no whale gonna scare this mare."

"Says the Pegasus who was scared of a dragon," Rarity teased.

"Touché," Rainbow said. "But this is different; I can totally take him on."

"Oh, please don't," Fluttershy shook her head. "Whales are very gentle creatures."

"Monstro isn't friendly at all," Jiminy said. "I assure you."

"Focus girls," Twilight said. "That whale could be anywhere."

"Father!" Pinocchio called.

But suddenly, something swam toward them. But it turns out to be another type of fish: Tuna.

"Hey, look!" Fluttershy points. "Tuna!"

"Whoa, that's some big fish," Pinkie said.

Before long, another tuna appeared.

"Look another!" Spike pointed.

But then, a whole school swam toward them.

"Whoa, there's even more coming this way," Twilight said. "There must be thousands of them."

"It looks like… They're swimming away from something," Rainbow observed.

Suddenly, the entire shoal swam over their heads. Every pony kept looking at the fish.

"Hey! Wait a minute!" Pinocchio called out. "Ha-Have you seen—"

While Pinocchio tried to ask, turns out Spike wasn't looking at the first but straight forward. He quivered in fear, his eyes small as pinpricks.

"M-M-M-Mo-M-M-Mo-M-M-Mon-Mon-Mon-M-Mon-" Spike stuttered.

"Spike?" Twilight approached. "What are you stuttering abou…?"

Twilight suddenly looked straight forward, with the same reaction as Spike.

"M-M-Mo-Mo-M-M-M-Mon-" They stuttered, simultaneously.

Rainbow looked forward, her eyes becoming small as pinpricks.

"Oh, I so hate myself right now."

WHAM! Every pony quickly turned toward Twilight and Spike's direction. That's when they saw a big whale crashing through a big rock, pursuing the tuna. Worst of all, it came straight toward them.

"MONSTRO!" They all screamed.

"RUN! Uh, I mean, SWIM!" Spike shouted.

They began to swim away, including Pinocchio. But suddenly, the rock tied to his tail got stuck in another rock. Twilight saw Pinocchio swimming but getting nowhere.

"Pinocchio!"

Twilight tried to use her magic to untie the knot, as Jiminy turned around.

"We got to get out of here!" Jiminy said, untying the remaining knots with his umbrella.

They quickly swam away, while Monstro destroyed the spot they stood on with its weight and size. The ponies, dragon, puppet and cricket swam as quickly as they can.

"Keep swimming, sugar cube!" Applejack said to Apple Bloom. "Don't look behind!"

"Come on, Pinoke!" Jiminy said, swimming quickly. "Don't wait for me!"

Rainbow, Applejack and Pinocchio were the fastest. The rest swam as quick as they could, but the whale came closer. It began to swallow Fluttershy, who fell behind, and the Pegasus screamed when she got inside.

"Fluttershy!" Rainbow shouted, looking back.

"Keep swimming!" Jiminy called, holding onto Applejack.

Then the whale began to swallow Rarity, her scream attracting Spike's attention.

"Rarity!" Spike yelled.

He swam towards the whale, swallowed in the process.

"Spike!" Twilight shouted. "Noooo!"

It didn't take long before Pinkie and Tender were next. The whale soon sucked Apple Bloom, Applejack and Jiminy Cricket.

"Applejack!" Apple Bloom cried.

"Hold on!" Applejack said, grabbing Apple Bloom.

With both sisters and Jiminy swallowed inside the whale's mouth, Rainbow, Twilight and Pinocchio were the only ones left. They swam as hard as they could, almost getting inside the whale. They held onto some tuna, going from fish-to-fish to get out of Monstro. Suddenly, Twilight lost her grip and fell inside the whale.

"KEEP SWIMMING!"

Twilight's yell stopped when the whale closed its mouth, opening it again to swallow more fish. Rainbow quickly grabbed Pinocchio and picked up some speed.

"Hold onto my back!" Rainbow shouts.

Pinocchio held tight as Rainbow took a head start, swimming toward the surface. The fish and the whale swam towards the surface too. Out of the water, Rainbow and Pinocchio flew into the sky while the fish flailed and fell back in the water.

"There!" Rainbow smirked. "I bet that stupid whale can't…"

But once again, she spoke too soon. The whale jumped out of the water, it's mouth wide open, and took the fish, Rainbow and Pinocchio. It closed its mouth and crashed back to the water with a loud splash.

Rainbow and Pinocchio gasped as their heads popped out of the water, swirling around till they got dizzy. Her bubble gone Rainbow tried to breath from the surface while the others struggled to get out of the water. Their air bubbles disappeared too. It wasn't severely rough, but the water's small waves knocked them about.

"Twilight!" Rainbow shouted.

"Rainbow! Pinocchio!" Twilight shouted. "Over here!"

The ponies struggled against the waves, but eventually got together.

"Looks like the last of them!"

The shout caused the group to discover a boat and that's when they saw him.

"It's Geppetto!" Twilight shouts.

Sure enough, the old woodcarver was fishing. He was doing a really good job.

"Here's a big one!" The woodcarver shouts. "Only a few left!"

Pinocchio grabbed onto the tuna Geppetto caught. He threw the fish and the puppet over his shoulder, and they landed inside a big box with more tuna.

"We got to work fast!" Geppetto shouts.

"Geppetto!" Twilight shouts, waving her arms. "Geppetto, over here!"

But the old man didn't hear them, his focus on all the fish.

"He's too busy fishing!" Applejack said.

"Hey!" Pinocchio said, but his father didn't hear him.

"Here's another one!" He shouts.

Apple Bloom grabbed onto the next Tuna Geppetto caught, hurling them over his shoulder into the box with Pinocchio.

"Hey, father!" Pinocchio called.

But then he got knocked down by the tuna carrying Apple Bloom. Nevertheless, he tried to get his father's attention.

"Father!"

"Mr. Geppetto!" Apple Bloom called out.

"Father!" Pinocchio shouted.

"Don't bother me now, Pinocchio!" Geppetto shouted back.

Suddenly, he stopped fishing as his eyes widen in realization.

"P-Pinocchio?"

"Father!"

"Pinocchio, my son!"

Geppetto quickly rushed toward his son, but accidentally grabbed a tuna that jumped out of the box and kissed it.

"Hey, father!" Pinocchio said. "Here I am."

"Huh?" Geppetto said.

He faced Pinocchio in confusion, then to the tuna and quickly threw the fish away.

"Oh, oh, yes! Pinocchio, my boy!"

Pinocchio jumped into his father's arms, the two sharing a loving embrace.

"I—I'm so happy to see you!" Geppetto said, happily.

"Me too, Father!" Pinocchio said.

Geppetto then sees Apple Bloom jump out the box, walking toward them.

"Apple Bloom!" Geppetto exclaimed. "You're here too?"

"I sure am!" The little filly said, as the woodcarver pat her head.

"Bless my soul."

"Don't forget us!" Spike said, climbing aboard with the other ponies.

"Oh, my!" Geppetto gasped, approaching the equines with Pinocchio in his arms. "The whale swallowed all of you, too? My goodness!"

"Yeah, looks like it," Applejack said, looking around.

"We've been looking for you," Tender said.

"How did you end up finding me here?" Geppetto asked.

"We had a little help," Twilight answered.

"Thank you, Twilight. All of you," Geppetto said, hugging Pinocchio. "You brought my boy back to me safe and sound."

The ponies couldn't help but feel warm inside, especially Jiminy, Applejack and Apple Bloom. A familiar kitten jumped out of the box, landing on Geppetto's head.

"Oops!" Geppetto laughed, as the cat slid down.

"Figaro!" Apple Bloom said.

The kitten meowed, nuzzling against Pinocchio and the others.

"Aw, Figaro," Pinocchio said.

The little goldfish jumped out of her bowl, joyfully.

"Cleo!" Fluttershy cried, approaching the bowl. "Oh, Cleo!"

"You're here, too!" Tender said.

Pinocchio stroke Cleo's back, while the others did the same.

"You all survived?" Rainbow asked, astounded.

"Yes!" Geppetto said. "We are all together again!"

As he hugged Pinocchio, the little wooden boy sneezed.

"Oh, you, you are soaking wet," Geppetto noticed. "All of you are."

"Yes, Father," Pinocchio replied.

"We've been in the ocean rather long," Rarity said. "I need to get my mane done again."

"You, you mustn't catch cold," Geppetto said, placing Pinocchio on a barrel.

"But we came to save you!" Pinocchio said.

"'Cause you know, you, you shouldn't have come down here," Geppetto continued.

He grabbed a few blankets, passing them out to the ponies and dragon.

"Here. Dry yourselves with these."

"We couldn't leave Pinocchio without you, Geppetto," Applejack said, keeping herself warm. "Come here, Apple Bloom."

Her little sister approached her and they both snuggled under the blanket, sharing the warmth.

"But, father…" Pinocchio protested, while Geppetto dried him with a blanket.

"But I'm awfully glad to see all of you," Geppetto smiled, absent-mindedly. "Let me take your hat."

Geppetto grabbed Pinocchio's hat, but to his shock he saw the donkey ears.

"Oh! Pinocchio!"

Every pony turned to Pinocchio, while Figaro hid behind the fishbowl and Cleo hid behind her castle. The two were rather surprised.

"Oh yeah," Spike said, scratching the back of his neck. "Totally forgot that."

Pinocchio looked around, confused.

"Wh—Wh—What's the matter?"

"Those ears!" Geppetto said, placing a finger on each side of his head.

"Huh? Ears?" Pinocchio asked, grabbing his ears. "Oh, these. Hah."

"You forgot you had them?" Jiminy asked.

"I guess so," Spike shrugs.

"Oh, that's nothing," Pinocchio said, showing his father the tail. "I got a tail too."

Pinocchio laughed, then suddenly brayed again. It scared the living daylights out of the kitten, who jumped inside the fishbowl. Cleo was just as shocked.

"Pinocchio!" Geppetto gasped. "What's happened to you?"

"Well, I—I—I—" Pinocchio nervously said, playing with his tail.

"It's okay, sugar cube," Applejack said, kindly. "Just tell him honestly."

"Well, I…" Pinocchio tries to speak.

"Oh, never mind now," Geppetto shrugs it off. "Old Geppetto has his little Wooden Head. Nothing else matters."

Every pony watched Geppetto hoist Pinocchio up, rubbing noses.

"Aww!" Every pony said in unison.

"He has to tell him one way or another," Jiminy said.

"Don't worry, Jiminy," Apple Bloom said. "There's still time."

"I want to thank you again for taking good care of my Pinocchio," Geppetto said.

"It's okay, Geppetto," Applejack nods. "It's what we do."

"But we still have one more problem," Tender points out. "How do we get out of here?"

They haven't really thought about that, to tell the truth. Now that they found Geppetto, they still needed a plan to escape the whale's belly.

"Geppetto, have you never thought of how to get out of Monstro?" Twilight asked.

"Get out?" Geppetto asked, shaking his head. "Oh, no, no, Princess. I've tried every way. Why, I, I even built a raft."

Geppetto shows them the raft, which looked only big enough for a few passengers.

"A raft?" Pinocchio observed. 'That's it!"

"Huh?" Everybody said in unison.

"We'll take the raft," Pinocchio explained. "And when the whale open its mouth—"

"No, no, no, no," Geppetto interrupted, demonstrating with his hands. "N-Now listen, son. And the rest of you, too. He only opens his mouth when he's eating. Then everything comes in, nothing goes out."

"But we can't stay here forever!" Apple Bloom said.

"I know, Apple Bloom," Geppetto sighs. "But it's hopeless. I'm sorry, girls."

Geppetto walked outside the boat to give them some space. Now that the ponies were alone, they sat together and thought what to do next.

"We've got to get out of this whale," Twilight said. "But how?"

"We could try the nearest exit," Pinkie offered.

"What nearest exit?" Rainbow asked, an eyebrow raised.

"You know…" Pinkie implied, tilted her head to the side.

They all sat thinking. Rarity, suddenly, knew exactly what she meant and her eye twitched.

"Oh no, no, no, no! I'm not going through the beast's intestinal tract. There must be another way without… Befouling ourselves!"

The very thought of that made Rarity shiver, even the other ponies barely stopped themselves from throwing up.

"Rarity's right," Twilight said. "Besides, we'd have to go through the stomach to get there. The gastric acid would kill us!"

"It was just an idea," Pinkie said. "Not forcing any pony to go with me."

"Pinkie, I'm only going to say this once," Twilight said, taking a deep breath. "WE'RE NOT GOING TO THE INTESTINAL TRACK! ESPECIALLY YOU!"

"Okay, okay! Sheesh!"

The ponies and Jiminy argued, weighing their options to get out of Monstro. The foals and Pinocchio stood outside, listening to the passing waves. Suddenly, Pinocchio turns behind him and sees something in the distance. He crept over to the railing for a better look, when he sees something or someone walking deep inside the whale disappearing in the darkness. Apple Bloom and Tender turned and saw Pinocchio about to follow the person.

"Pinocchio?" Apple Bloom whispered. "Where are you going?"

"I'm gonna check something out," Pinocchio said. "You stay here; I'll be right back.

"But we promised we'd stay together," Tender whispered.

"Don't worry, I'll be alright," Pinocchio assures.

Apple Bloom watched Pinocchio leave the boat, jumping along several wooden planks on the water. Apple Bloom turned to Tender, eyeing each other nervously.

"We have to come up with a solution and fast," Applejack said.

"Do you have any other ideas, Pino…?" Pinkie asked.

It was then Pinkie noticed the puppet disappeared.

"Say, where's Pinocchio?"

Hearing Pinkie, the ponies and Jiminy quickly looked around but not a trace of the little wooden boy was in sight.

"Now where'd that puppet run off to this time?" Jiminy said.

Then they stopped and slowly turned to Apple Bloom and Tender Taps, the former with a 'guilty' look on her face.

"Apple Bloom," Applejack asked, firmly but calmly. "Do you know where Pinocchio is?"

"He went that way, sis," Apple Bloom pointed, as Tender nodded.

The group turned toward Apple Bloom's direction, seeing Pinocchio venture deep inside the whale.

"Hey, Pinoke!" Jiminy called out. "Where are you going? Pinoke!"

But either the puppet didn't hear him or answer, as he faded into the darkness.

"Come on, everybody!" Jiminy ushered. "After him, quick!"

"Apple Bloom, you and Tender stay and look after Geppetto," Twilight instructs. "We'll go after Pinocchio."

Apple Bloom wanted to help, but after everything she's been through, she knew better.

"Okay," Apple Bloom nodded.

"Fine by me," Tender added.

"Alright, we'll be right back," Twilight promised, turning to the girls. "Come on, every pony. We need to get to the other side!"

Before she even finished, Pinkie was already bouncing along the wooden planks toward the other side.

"I suppose we're following her, now," Rainbow said.

Not rewarding the remark with a response, the ponies jumped on the wooden boards one-by-one, until they eventually reached the other side. At the foot of the entrance, they stopped looking into the deep, dark pathway.

"So, let me get this straight," Applejack asked, looking where the puppet went. "We're going after Pinocchio… In there?"

"Yes," Twilight said, a bit nervous.

"But it looks… Dark," Spike points out.

"And f-frightful," Fluttershy shudders.

"Besides, we have no idea what we'll find in there," Rarity said.

"There's nothing to be afraid of, girls," Twilight assures. "Come on, every pony knows nothing lives inside a whale… Well, except Geppetto, us, whatever he ate… But that's beside the point! We're getting Pinocchio back and I'm not afraid to go in there."

Twilight put on a brave face and took the first step, but without the others seeing a bead of sweat dropped from her forehead. The others watched as she slowly stepped inside the darkness. Spike twiddled his claws and finally couldn't stand it.

"Twilight, wait for us!" Spike shouts, going after Twilight.

It didn't take long before the others, except Rarity ventured inside. She just looked ahead and sighed.

"Well, this is unheard-of," Rarity spoke to herself. "Ponies going inside something dark and spooky, where a lady like me dare not. Oh, I'd never hear the end of it."

Nevertheless, Rarity quickly went after the others. By the time she caught up, all the ponies and Spike found themselves in an unusual place. It was filled with some kind of harmless, colorful acid unlike any they've ever seen.

"Wow!" Pinkie gasped. "Monstro sure has a weird body. You could see his backbone and ribs back there!"

"I don't think we're dealing with an ordinary whale," Twilight concluded. "Stay close, every pony. We'll find Pinocchio if we stay together."

"WEE-HEE!"

Suddenly, a loud noise started the other ponies and they faced the direction of the source. You can already guess who made the sound, but to clear the air it was Pinkie Pie, bouncing on some blue, gelatinous thing with colorful spots.

"WOO-HOO!" She yelled, between bounces. "Hey, guys! You gotta try this! It's barrels of fun!"

Twilight quickly grabbed her with her magic, pulling her close.

"Pinkie Pie, what in the name of Celestia are you doing?! Have you gone crazy? We're in a whale, who knows what'll happen when you do that?!"

"Relax, Twilight," Pinkie brushed off. "Nothing happened."

"Don't touch anything," Twilight warned. "We have to find Pinocchio."

Suddenly, the whale made a rumbling noise causing the ponies to cover their ears. When it stopped, they glared towards Pinkie, who looked at them left-and-right.

"Hey, I didn't do anything just now," Pinkie defended. "He should have felt that earlier, not later."

"Come on," Rainbow said. "Let's go."

They began to trek through the strange insides of the giant mammal, calling 'Pinocchio!' one-by-one.

"Pinocchio!" Pinkie called. "Where are you?!"

* * *

Meanwhile, Pinocchio searched through several areas for the past few minutes. At one point, he heard the whale making a loud noise stopping his tracks. He decided to take a rest for a few seconds when he heard a new sound. It wasn't Monstro, but rather it sounded like… Pounding, and it was very close.

Slowly and cautiously, Pinocchio took a peek behind a corner and saw the cause of the sound. It was a purple girl with pigtails, dressed in rock n' roll style clothes, slamming her fists against the whale's sensitive spots. The whale growled in agony, probably the reason for making those sounds, while the girl simply enjoyed hurting the whale that she laughed. Gulping nervously, the puppet backed away, slowly and quietly. But he didn't know someone was behind him and quickly grabbed him. He looked and found himself caught by a blue girl with a ponytail, with a purplish-red coat, bracelets with spikes and a pink skirt.

"Oh wow!" The girl replied, looking at the puppet. "Look what I got; a little human boy."

"Eh?" Pinocchio could only say.

"Hey, Aria!" The girl called out, running towards the other girl. "Look, a little human boy!"

Aria looked behind her, losing her concentration. She growled in frustration, throwing one more punch before annoyingly approaching the blue-skinned girl.

"Can't you see I was enjoyin' myself?!" Aria said. "I oughtta… Wait a second."

Aria stopped mid-sentence the moment she saw Pinocchio, who waved feebly. Aria quickly took the puppet off the blue-skinned girl's hands and examined him closely, while he kept quiet.

"Sonata, that's not a human!"

"Well, I, uh…" Pinocchio began.

"Just look at these ears and that tail!" Aria points out, then knocks the puppet's head a few times. "He's not even made of flesh, taco brain!"

She spoke those last words silently, but loud enough for Sonata to hear and she was offended.

"Is too!" Sonata argued, taking Pinocchio back. "I can prove it: We'll make a tiny cut on its arm and if it bleeds, then you'll be the taco brain."

She foolishly pointed to herself, realizing what she did and corrected it by pointing at Aria. Pinocchio's eyes widen when she mentioned making a cut on his arm. Suddenly, Sonata had unintentionally poked Aria in the chest and the latter did not like it one bit.

"Don't… Poke… Me!" Aria warned.

"You mean like this?" Sonata poked again, deliberately this time.

"Stop it!" Aria said, getting angrier.

But Sonata didn't listen, as she poked Aria a few more times.

"Don't poke me! Don't poke me! Don't poke-HIC… Me!"

Suddenly, Aria started to hiccup. Sonata chuckles while Aria growled mid hiccups, each time making her laugh harder.

"Stop-HIC! Stop! Stop laugh-HIC! STOP LAUGHING!" Aria said, between hiccups.

"I love it when Aria gets hiccups," Sonata laughed, talking to the puppet. "It's so hilarious!"

Pinocchio couldn't help but laugh along with Sonata, as she laughed some more.

"THAT'S IT!" Aria yelled. "I'm taking you down!"

Suddenly, Aria pounced Sonata, making her drop Pinocchio. The puppet landed on his behind and watched the two girls tumble and clawing each other. By the time they stopped rolling, Sonata started poking Aria while Aria punched Sonata's head. The puppet slowly crawled back, when suddenly…

"GIRLS!"

A loud shout caused the Girls and Pinocchio to look the same direction. A yellow/orange skinned girl, with big fair and a disco-style outfit, emerged from a corner.

"Hi, Dagi!" Sonata said, cheerfully.

"Don't 'Hi, Dagi' me!" Adagio said, approaching her companions. "I'm trying to find a way out of here, and you two are making a racket like babies! What have I told you about fighting each other?"

"She kept poking me!" Aria argued, pointing to Sonata.

"She called me a taco brain!" Sonata argued, pouting.

"You gave me the hiccups!"

"Besides, I found this human boy and then I…"

Adagio looked from one girl to the other, as they kept bickering. Pinocchio watched from the side. After watching them bicker, Adagio finally rolled her eyes and held out her arms.

"Necks!" She yelled.

"But, Dagi…" Sonata whined.

"NOW!" Adagio threatened.

Sighing, Aria and Sonata slowly revealed their necks which Adagio grabbed, gently at first… Then pulled them closer, choking them tightly as the girls gasped for air.

"Now… You listen very carefully. I'm trying to find a way out of here, while you two are acting like idiots! Correction: You _are_ idiots! If you two don't stop, so help me, I won't be sorry for what I'm going to do to you. And if I catch you two fighting and bickering one more time, I'm going to be Very… VERY UNHAPPY! Do you understand me?!"

"Yes, boss," Aria and Sonata said.

"Good!" Adagio said.

WHAM! She knocked their heads together, causing the two to fall to the ground.

"Now, what's all this silliness about a human boy, hmm?" Adagio asked.

"Actually, I'm a puppet, ma'am," Pinocchio answered, causing the girls to face him. "But someday, I'm gonna be a real boy."

The three girls looked silently, blinking in confusion. But the moment the boy finished, they laughed hysterically.

"A real boy?!" Adagio laughed, wiping a few tears away with one finger.

"But it's true!" Pinocchio said.

Aria and Sonata kept laughing so hard, Aria actually held on to Sonata for balance.

"Hey Dagi, can we still make a cut in his arm?!" Sonata asked, calming down.

"Shut up, Sonata," Adagio said, approaching Pinocchio. "So, how do you plan to make that happen?"

"Well, uh…" Pinocchio began.

But he stopped when Adagio was close to him, studying the boy curiously. She knocked on his head a few times.

"You're made of wood."

"Hey, wait a minute!" Sonata gasped. "He must be the puppet Honest John spoke about!"

"Well, well, well," Adagio said, stroking her chin. "Guess that dumb fox wasn't lying, after all."

"Hey, look! The kid's got donkey ears," Aria pointed out, laughing at the sight.

"And a cute little tail," Sonata said, playing with it.

"Child, did you happen to be on Pleasure Island?" Adagio asked, rubbing his donkey ears.

"Yes ma'am," Pinocchio answered, uncomfortably.

"But how did you escape? You must have been smart enough to climb the cliffs and dive into the ocean. It's the only way out."

"Besides going on the ocean in the first place," Aria glared toward Sonata.

"It was a good idea, wasn't it?" Sonata asked. "I didn't know we'd be eaten by a monster whale."

"None of us knew," Adagio said, her attention to them.

"If I had to choose between banishment or getting eaten by giant whales, I'd choose banishment!" Aria argued. "Getting eaten is _the worst_!"

"Yippee!" Sonata cheered. "I'm no longer _the worst_!"

"Don't get used to it," Aria muttered.

"Banishment?" Pinocchio asked. "You mean you're not from here?"

Adagio began to think and suddenly she smiled. Of course, she can't tell him exactly what they really are. But rather, she'd have to tell him in her own words.

"Ah, yes child. You see, we were just regular girls longing for adoration and love from our public. But then we were wrongfully banished to another world, struggling to survive."

"Gee, that sounds bad," Pinocchio said, feeling sorry for them.

"I haven't even mentioned the worst part," Adagio continued. "In the world, we went to a school hoping to fulfill our life's purpose. But we were humiliated, chased away by a group of mean girls who call themselves…"

"Don't say it, Adagio," Aria plead.

"I'm not listening!" Sonata yelled, plugging her ears. "La, la, la, la, la. Don't want to hear it."

"The Rainbooms!" Adagio said, hate in her words.

The way she made the name sound scary, Pinocchio suddenly felt nervous.

"We've struggled for many months since. Eventually, we found a way back home but then Sonata found this book and we've been here since. I suppose you already know the rest."

_Of course Adagio would leave out the part about joining forces with the Coachman, but he wouldn't know that._

"I'm sorry that happened to you," Pinocchio said, sympathetic. "I've done some stupid things myself. Now because of me, my friends and father are trapped in this whale. Maybe we can help each other, and we can all get out!"

"We could always use the help, Adagio," Sonata said.

"Thanks kid, but we don't need help," Adagio said. "We prefer to handle things on our own."

"But everybody needs help, right?" Pinocchio asked. "I wanna make up for my mistakes, so I can be a real boy!"

"A puppet becoming a real boy?" Aria asked, uninterested. "How does that work?"

"The Blue Fairy can do that."

The moment the puppet said that, the girls' eyes widen, peaked with interest.

"The Blue Fairy?" Adagio asked.

"Yes, ma'am," Pinocchio nodded. "She brought me to life with her magic. If I behave like a good boy, she'll make me real."

Adagio gasped in interest, placing a finger toward her fellow sirens with a plotting smile.

"Did you hear that girls? Magic!"

Sonata and Aria smiled at each other, nodding their heads.

"And anyways, I promised her I'd do good this time," Pinocchio continued.

"And where is this Blue Fairy?" Adagio asked, kindly.

"She lives in a star. My friends and I have seen her twice. She even helped us escape from Stromboli."

Adagio leaned down, placing her hand along the puppet's cheek.

"Do you have a name, little boy?"

"Pinocchio," He answered, tipping his hat.

"Aw, that's a cute name," Sonata said.

Aria rolled her eyes, of course Sonata would find that cute.

"You know, maybe we can help each other," Adagio said. "Pinocchio, why don't you bring us to these friends of yours?"

"Sure!" Pinocchio smiled, pointing back. "If I'm not mistaken, they're that way. This place is awfully big."

"Very well, we'll catch up with you," Adagio said. "My friends and I have something to discuss first."

"Okay ma'am," Pinocchio said, walking back to the boat.

When Pinocchio was far enough, Adagio approached her fellow sirens and huddled together.

"This is more than we could hope for, girls," Adagio said. "That puppet will bring us back to power!"

"Are we really going to trust some wooden kid?" Aria asked. "That Blue Fairy sounds like something from a fairy tale."

"We come from a land of mythical creatures, of course it makes sense!" Adagio answered, smiling deviously. "I sense powerful magic within that puppet and after the way he spoke of her, this must be serious. This Blue Fairy will give us all the power to regain our strength and soon this entire world will do our bidding."

"How will we do that?" Sonata asked. "He said she lives in a star."

"Just follow my lead, Sonata," Adagio said, with a cunning smile. "Find the beasts and bring them to me. There's going to be a tiny change of plans."

* * *

After many minutes searching, our heroes couldn't find Pinocchio. Pinkie wanted to hop on the blue jelly things again, but one look from Twilight told her not to.

"Pinocchio!" Twilight called.

"Pinocchio!" Jiminy called.

"Pinocchio!" Rainbow Dash called.

Pinkie did a whistle call, when Applejack slapped a hoof over her mouth.

"Pinkie, we're looking for Pinocchio. Not… Winona!"

"Boy, this whale's insides is like a maze!" Spike noted.

Suddenly, Rainbow stops walking and looks around.

"Uh, guys? Haven't we been here before?"

The ponies and Spike stopped and looked around. She was right, they were back at the same area where they started the search.

"She's right, girls," Jiminy said. "This is the exact same place we started! We've been going in circles!"

"_Circle_," Pinkie corrected. "One circle."

"Great!" Rainbow threw her arms out. "Now what?!"

"We'll never find Pinocchio like this," Fluttershy said.

"We could ask for help," Pinkie suggests.

"Help?!" Rainbow asked, wide eyed. "From whom?"

"Wait, I'll ask," Pinkie looks up, clears her throat. "Oh, Mr. Writer! We're in a bit of a tight spot here. Can you help us find Pinocchio and gets us out of Monstro?"

_Pinkie, you know I can't. It's something you, Spike and the girls must discover for yourselves._

"Why not?" Pinkie asked, pouting.

"Uh, Spike?" Jiminy asked, confused. "Who is she talking to?"

"I have no idea," Spike shrugged.

_Because if I do that, this story would be finished in one chapter or two. There's no fun in that._

"Well, yes there have been fun things during our trip," Pinkie admits. "But there was the part with the Coachman… His plan to enslave bullies…"

_Pinkie, no is no. You know who'd finish an adventure in one second? Discord! Though I doubt he'd ever do that._

"But, Mr. Writer…" Pinkie whined.

_I'm sorry, Pinkie. Rules are rules._ *Sighs* _But I can help you with directions through Monstro._

"Oh, okay then," Pinkie smiled.

"Pinkie, who are you talking to?" Applejack asked, confused.

"Oh, the writer of this story," Pinkie replied. "I thought you'd like to know him. Look, he's right there. I mean you can't see him, but he has a nice face with a cute little moustache and beard. Oooh… And a good physique too. Hello! Well come on, wave to him!"

But to A.J.'s eyes, Pinkie was pointing toward an empty wall. But she tried to play along.

"Uh… Hello?" Applejack asked, confused.

"Hmm… No, he's not there, he's over…" Pinkie turns, stops. "Huh… He's gone."

Applejack raised an eyebrow, thinking Pinkie has finally lost it.

"Pinkie, ah don't know how to say this. But…"

"Hey, guys!"

A familiar voice caused every pony to turn, as Pinocchio found his friends.

"There you are!" Rainbow said. "Where have you been?"

"Actually, I was…" Pinocchio began.

"You can explain when we get back to the boat," Applejack interrupted.

"You know Geppetto is awfully worried about you," Rarity said.

"I know, but…" Pinocchio tried to speak.

"Come along, Pinocchio," Twilight interrupted. "This is no time for games."

The ponies and Spike turned around to leave this portion of Monstro behind.

"Well, well, well…"

A new voice stopped them in their tracks and looked behind them.

A familiar Siren and her cohorts stood before the group; their hands planted on their hips.

"What have we got here?" Adagio said. "Six little ponies and it's not even my birthday."

"Aw, they got a baby dragon with them," Sonata points out. "Can we keep him?"

"She better not," Aria muttered, arms folded.

The ponies focused their attention on the three girls in front of them. A certain little cricket put his glasses on, checking them out.

"Um, Pinocchio?" Rarity asked, uncomfortable. "Who are they?"

"These girls are stuck in this whale too," Pinocchio explained. "I told them we can help them get out."

The whole time Twilight studied the three girls, when suddenly her eyes widen and became small as pinpricks. She wasn't the only one, as Spike shuddered nervously.

"You," Twilight whispered, glaring.

"Excuse me?" Adagio asked, noticing the purple pony.

"YOU?!" Twilight asked, louder.

"Twilight, what's the matter?" Applejack asked.

"Pinocchio!" Twilight commanded. "Get away from them, now!"

Pinocchio was about to approach when Adagio placed a hand on his shoulder.

"We mean no harm," Adagio lied. "Why should he leave?"

"You can't fool me, Adagio!" Twilight said.

The three girls stood in shock, but none more so than Adagio.

"Have we met?" Adagio asked. "How do you know my name?"

"Twilight, you know these girls?" Jiminy asked.

"You bet I do," Twilight glared. "They're the Dazzlings… Or more appropriately, the Sirens!"

The ponies gasped in shock, simultaneously.

"Those are the Sirens?" Rainbow asked.

"As in those mythical creatures who lure sailors to their death with their singing?" Jiminy asked.

"Well… Sort of," Twilight said. "They've been a threat to Equestria for ages. They use their music to force ponies to obey their every command, while feeding off their negative energy. Star Swirl and the Pillars of Old Equestria banished them to another world and were supposed to remain there since!"

"But if that's so, how did they escape?" Spike asked.

"So, you do know about us," Adagio said. "But that doesn't explain… Wait!"

Adagio suddenly paid close attention to the ponies and dragon. In their place, she saw a glimpse of six or seven teenage girls with a little dog. Suddenly, she smiled deviously.

"My, my. It's a small world after all. If it isn't the Rainbooms and their pitiful dog!"

"What?!" Spike said, raising his fists in the air. "You want some? Come and get it!"

Spike was about to attack when Applejack pulled him back.

"You mistake my pony friends from my Canterlot High friends," Twilight points out. "But yes, I was one of them."

"It doesn't matter," Adagio shook her head. "Canterlot High… Your pony counterparts… Your fate will be the same. I've waited a long time for this moment to exact my revenge. Especially on you, Twilight Sparkle."

"And you've found a way to get back to Equestria," Twilight confirmed. "You found the Book of Disney."

"Actually, you can thank Sonata for that," Aria said, as Sonata turned. "We're only in this world because of her."

"Come on, I said I was sorry!" Sonata whined.

"What are you doing now?" Twilight asked. "The same thing as usual, I suppose."

"We were just playing with our new friend, Pinocchio," Adagio said, innocently.

"You leave him out of this!" Twilight commanded. "Let him go!"

"Let him go?" Adagio said, facing the puppet. "This little cutie wants to help us."

"Release him, Adagio! Now!"

The little alicorn and the siren-turned-human stared at each for a few seconds. Slowly, Adagio smiled.

"Very well, as you wish," She said, releasing Pinocchio's shoulder.

"Pinocchio, come here," Applejack said, tenderly.

Pinocchio slowly walked away from Adagio, who rose her eyebrow while smiling. Twilight noted that and watched suspiciously.

"Girls, sing!" Adagio commanded.

Before they knew it, the Sirens began to vocalize.

"_Aaaah, ah, ah. Aaah, aah!"_

"Every pony, cover your ears!" Twilight shouts, covering her ears. "Listen to them not!"

Every pony, even Jiminy, covered their ears. But Pinocchio wasn't quick enough, succumbing to the Siren's spell.

"Pinocchio, no!" Jiminy shouted

But Pinocchio didn't hear him. He stood very still, his eyes glowing green. The siren leader approached him, massaging her hands along the puppet's shoulders.

"Aw, why leave us for them?" She whispered in his ear. "She's the one who made us suffer, and they'd do the same with you. They are not your friends; they are your enemies."

Suddenly, something changed inside Pinocchio. His eyes filled with hate, glaring toward the creatures he called his friends.

"You're right," Pinocchio spoke. "Why should I trust those who make my friends suffer?"

"Pinocchio?" Jiminy asked, worriedly. "What are you saying?"

"How could you do this?!" Pinocchio shouted toward the ponies. "I trusted you and you lied to me!"

"Why are you saying that?" Rarity asked, in shock.

"Pinocchio, this is not you!" Twilight said. "You're being controlled; you must free yourself!"

"Shut up!" Pinocchio shouts. "I don't believe you anymore!"

A green mist appears beneath his body, floating into the Dazzlings' gems. They enjoyed the feeling, the power coursing through them.

"That's it, little one," Adagio spoke. "Show them how much you hate them."

"Leave him alone, Adagio!" Twilight said.

"Give him back right this instant!" Applejack commanded.

"You want him?" Aria dared. "You'll have to catch us first."

"Bring it on!" Rainbow said, taking a fighting stance.

Adagio turned behind her, whistling in her fingers. This confused Rainbow immediately.

"Why did she just whistle?" Rainbow asked.

"Sounds like she's calling for reinforcements," Jiminy noted, turning to Twilight. "Are there more sirens?"

"No, there's only three," Twilight answered.

Suddenly, five beings appeared behind the sirens. They were big and black, a sight the ponies had seen before.

"Boys, would you kindly take care of those ponies for us?" Adagio asked.

One of the goons nodded, speaking an unintelligible grunt.

"Try to take them prisoner," Adagio added. "If they resist… Kill them."

The goons slowly approach the ponies, while the Dazzlings escaped. Adagio drags Pinocchio by the arm as they ran toward another area. The Shadow Beasts took a fighting stance toward the shocked ponies, ready to strike.

"It's those creatures from the island!" Rainbow gasped.

"How did those get here?" Applejack asked.

"We'll figure it out later," Twilight said. "We have to get rid of them and get Pinocchio back."

"No biggie," Rainbow said, cracking her hooves. "There's only five of them and eight of us!"

"Let's fight these fiends!" Rarity declared.

One of the beasts charged toward the ponies, raising his arms to strike them. Twilight conjured a magical shield around every pony and when the monster's fist struck, the shield pushed him back. But the beast kept pounding it, sending all the other beasts toward them. Twilight struggled to keep the shield from shattering.

"I don't know if I can hold them off much longer," Twilight groaned. "We have to fight back!"

"Leave it to me!" Rainbow said.

She flew off and loomed over one of the goons.

"Hey, bozo!" Rainbow teased. "Catch me if you can!"

Enraged, the goon swung towards Rainbow, who quickly dodged the attacks. She struck it in the face, as the goon kept swinging while she dodged the beast twice. The goon tried over and over, getting the same result, until Rainbow slammed it with a barrage of punches. One final punch sent the beast reeling over and fell backward.

"Ha! Is that all you go…"

WHAM! Another beast punched her toward a wall, knocking the wind right out of her.

"Rainbow!" Twilight screamed.

The goon lunged toward Twilight, when two hind legs blocked it's fist. It was Applejack, who pushed the attack aside and counters with a straight buck to the gut, making the monster fall backwards. Pinkie shot a pie from her cannon toward another goon, while Rarity used her gemstones to tie another goon's arms and body. But the one goon wiped the pie off his face, and the other freed itself from the gems. Eventually the ones on the ground stood up, ready to attack.

"They won't stay down!" Rainbow growled.

"They're too strong," Spike said.

"Keep fighting!" Twilight said. "Pinocchio needs out help!"

"Prepare yourselves!" Jiminy called.

The Shadows charged toward the ponies, the dragon and the cricket. Applejack ran toward one and when monster struck, the farmer slid under it using her rope to catch its arm. She pulled hard, and while the beast proved very strong Applejack used all her might to force the goon on the ground like the time when she fought the Bugbear. Twilight shot magic blasts toward the goons, while Pinkie threw cupcakes toward them.

Suddenly, Jiminy Cricket ran towards one of the beasts' feet, smacking it with his umbrella.

"Hey, you big bully! Try to take on me!"

The monster peered toward the little cricket, laughing at first. Then the beast lift it's foot to step on it.

"Oh no, you don't!" Rarity shouts.

The white unicorn launched a big gemstone toward the goon, making him fall.

"There's no way you're hurting my friend, especially when he wears such refine attire."

"Thanks, Rarity," Jiminy tipped his hat.

"You're welcome, darling."

Meanwhile, Rainbow Dash flew around and around one of the beasts, making him dizzy. As he regained his vision, he felt a tap on the shoulder and turned.

"Excuse me!"

Rainbow Dash grabs its arm, spinning him faster like a top and threw it toward the other beasts like a tornado bowling over windmills.

Suddenly, one of the monsters grabbed Rarity, who flailed her arms to get free. But it didn't matter how hard she tries; the beast wouldn't let go.

"Release me, you ruffian!"

Jiminy leapt onto the beast's arm to the head, hitting him with his umbrella.

"Take that, you… You… Hooligan!"

The Shadow Beast reached to grab the cricket off its head, but Jiminy was smart and hopped from its arms each time. Spike saw it as a distraction, rushing to attack.

"Let her go!" Spike shouts.

Spike breathed fire toward the monster, which quickly released Rarity to put the fire off his arm. The little dragon breathed more fire towards the goons, setting them on fire.

Meanwhile, Twilight fired powerful blasts at four goons, while Rainbow worked up a tornado to suck them in. With their combined power, the four goons fell to the ground unconscious. But only one goon remained. It was getting close to a very shy Pegasus, who slowly backs away while the monster had its arms spread forward.

"Now, now," Fluttershy spoke, softly. "Don't you wanna talk about your problems… If you want to?"

Twilight saw the beast getting closer and suddenly thought of something.

"Fluttershy!" She called, grabbing her attention. "Remember that day, when you forced that bear to the ground for a massage?"

"Yes?" Fluttershy nodded.

"Pretend he needs a massage! Force him on the ground!"

Hearing the idea, Fluttershy faced the beast and put it together. She flew between the monster's legs, confusing it. The creature looked between its legs, and Fluttershy struck it in the back. The Pegasus grabs the beast's leg, pulling hard while it growled in agony. The ponies couldn't believe what they were seeing, while Twilight smiled in satisfaction.

_Remember she saw this before, faithful readers._

Back to the fight, Fluttershy stomped on the beast's back, making it growl louder. As a final touch, she snapped its neck, making it fall unconsciously to the ground.

_If she snapped it too far, it would've been __dead__._

"Wow!" The ponies gaped, amazed.

"How… But… What?!" Rainbow spoke, confused.

"I didn't know someone adorable could be deadly," Jiminy spoke, wide-eyed while facing Spike. "Remind me never to get on her bad side."

The little dragon gave him a thumbs up, while nodding slowly.

"It's amazing!" Applejack exclaimed. "Twilight, how did you know?"

"I saw her do that the same day I went crazy," Twilight explained. "When I forgot to send Princess Celestia my Friendship letter."

"Six seasons and you never told any of us?" Pinkie asked.

Twilight chuckled, before facing Fluttershy.

"Huh? Uh… Fluttershy? You don't have to give him a real massage."

Indeed, Fluttershy was giving the Shadow Beast a massage, though whether it enjoyed it was hard to say. When she heard Twilight, she suddenly stopped and hopped on the monster's back.

"Oh, sorry," Fluttershy blushed.

"That… Was… AWEOSOME!" Rainbow shouted.

"You were amazing, darling," Rarity complimented.

"You surprise me, Fluttershy," Jiminy added.

Fluttershy blushed from all the compliments she received.

"Save the compliments for later," Applejack spoke. "We still need to save Pinocchio from those Sirens."

"I don't know," Pinkie said, sadly. "He acted really mean."

"He was under the Sirens control," Spike explained. "He didn't mean it."

"But if he lied, shouldn't his nose grow?" Rarity asked.

"I…" Spike paused, thinking. "Hmm… That's actually a good question."

"We don't have time to think," Twilight said. "We must help him!"

"How? And where?" Fluttershy asked, frantically. "This whale is like a labyrinth; they must've escaped already."

"Hey, Sean!" Pinkie yelled to the ceiling.

_Pinkie…_

"Uh, I mean… Mr. Writer! Now's the moment to help us!"

_Alright, I did promise you that. Okay, go straight forward..._

"Uh-huh," Pinkie nodded.

_Then a left and a… Okay, this is getting too hard and long to explain. Pinkie, I know you have a very good memory, but it's going to be hard explaining these directions. Here, take this map. It'll show the way through the whale._

A map falls from the ceiling into Pinkie's hooves. She opened it and read the directions carefully.

"Thanks, Mr. Writer!" Pinkie yelled.

_You're welcome. Now hurry up and save Pinocchio from those chicks!_

"Come on, every pony!" Pinkie cried, holding the map. "Follow me!"

"Pinkie?" Twilight asked, seeing the map. "Where did you get that?"

"That, my dear Twilight, is a secret you have to find out yourself," Pinkie said, blinking to the camera. "Now hurry up! We got a puppet to save."

Twilight raised an eyebrow but shook her head and following Pinkie along with the others. It took a few minutes to find their way, but eventually found themselves in areas they've never been to. It wouldn't be long till they find the Sirens.

* * *

**Monstro**  
**Stomach**

In the meantime, while the goons did all the dirty work, the Sirens ran as far from the ponies as possible. They found themselves in a very spacious room, filled with platforms and bones sticking out from the walls. Worst of all: The girls stood on one big platform surrounded by stomach acid, steam rising from it. As for Pinocchio, they positioned him on the platform but the little guy neither made a sound nor budged an inch.

"This whale is a maze!" Aria said, impatiently. "We're never getting out of this!"

"Patience, Aria," Adagio said. "We'll escape this beast soon enough. I still can't believe the pony counterparts of the Rainbooms are here."

"Maybe we should've cooperated," Sonata suggested. "At least till we escaped."

"Then what?" Adagio asked. "So, they can stop us from reaching our goal? Our pendants would be destroyed, and we'd have to start from the bottom… Again!"

"If you hadn't touched that stupid book, Sonata, we wouldn't be here in the first place!" Aria accused.

"Actually, I have to thank her for that," Adagio interrupted.

"What?" Aria asked, confused.

"You do?" Sonata asked.

"If she didn't touch the book, we wouldn't have either the money or the Coachman's minions," Adagio points out. "Not to mention, with the Blue Fairy under our control we shall rule this world and the next!"

"So that's what you three are planning!"

The girls turned the source of the voice, unexpectedly seeing the ponies and dragon ready to attack.

"What?!" Adagio asked, flabbergasted. "How'd you defeat my goons?"

"Please, we fought an entire army of those things," Rainbow bragged. "Beating five of them is a piece of cake!"

"Those were the same creatures from Pleasure Island," Twilight realized, her eyes widen. "So, you were in league with the Coachman!"

"That's right, and he rewarded us handsomely," Adagio replied.

"By luring children to become donkey slaves?" Twilight asked.

"They deserved it," Adagio said. "We did their parents a favor, if any at all."

"That's sick and you know it!" Applejack yelled, stomping her hoof.

"Surrender, Adagio!" Twilight commands. "There's no way out of this!"

"We'll never surrender to you, Twilight Sparkle!" Adagio said, pointing a finger.

"We're in a whale, Adagio!" Twilight points out. "Why can't you three just give up?"

"We intend to get out," Adagio said, revealing a comatose Pinocchio. "And our new assistant will help us."

The ponies gasped at the sight.

"What did you do with him?" Twilight asked.

"We absorbed all his negative energy while he was under our control," Adagio explained, sucking her finger. "Even I never thought he'd end up like this. On the other hand, he had all this powerful magical energy inside him, and I just couldn't resist. It was… Delicious!"

"You bunch o'witches," Applejack glared. "Let Pinocchio go!"

"Amazing, isn't it?" Adagio asked. "A puppet brought to life by a powerful fairy, but for what purpose?"

"To give a good man a son," Rarity answered.

"That will never happen," Adagio said. "You see, this puppet is too important for us. He alone holds the key to our new conquest."

"We intend to catch this Blue Fairy," Aria added. "And neither you Twilight, nor your weakling friends, will stop us this time."

"Too bad, so sad," Sonata feigned a sad face.

"But you know Twilight? I'm not a complete monster," Adagio said. "I'm willing to give you an offer: Join us. When we rule this world, no one will suffer or even die. There's only one thing we want the most: Undeniable adoration from all. Deep down, you want it too, Twilight."

"Twilight, we're not seriously doing that, are we?" Spike asked.

"Think about it, Princess," Adagio swayed, extending her hand. "Join us and everyone will adore you for generations. We can do this… Together."

"Or else the puppet dies!" Aria adds.

Twilight thought for a moment, to surrender or risk her friend's life. She slowly glared toward the Sirens, stomping her hoof on the ground a few times. Adagio raised an eyebrow.

"You'd seriously rather fight me? Over a puppet? He's not even real!"

"Take that back!" Rainbow demands, ready to attack.

"Just telling it like it is," Adagio smirked, her hands on her hips. "Feather-brain."

"I ought to press you into jerk cider!" Rainbow yelled.

She flew toward the Sirens, only for Applejack to pull her tail back with her mouth.

"Just ignore her, Rainbow," Applejack advised. "They're trying to challenge you."

"Real or not, at least he has friends," Twilight argues. "More importantly, he has a conscience."

"A conscience?" Adagio asked, mockingly.

As they spoke, Jiminy Cricket rushed toward his puppet friend without anyone noticing.

"You might not hear it, Adagio," Twilight continues. "But right now, it's loud and clear and it's telling me you three can't be trusted."

Adagio stood silent, before preparing herself to fight.

"Then you leave me no choice, Twilight."

Eventually Jiminy Cricket reached Pinocchio, struggling to get his attention.

"Pinocchio! Pinocchio!"

Pinocchio opened his eyes slightly, he looked very sick.

"Jiminy… I'm sorry… I'm not gonna make it."

"It's okay," Jiminy said, trying to comfort him. "I'm here; I won't leave you."

Suddenly, a bright light shone on Pinocchio catching Jiminy's attention. Pinocchio's nose grew slightly, surprising even himself.

"Oh! I guess I'm okay!" Pinocchio said, happily.

"Pinocchio's alright!" Pinkie pointed.

"Hooray!" Jiminy yelled, jumping for joy.

But suddenly, a certain siren with pigtails heard the yell. She saw where the puppet sat, noticing the little cricket. She slowly approached them, Pinocchio saw her and gasped. But it was too late, as Aria clutched Jiminy by his goat and lifted him to her eye level as he struggled.

"Hey! Let me go! What's going on?!"

"Well, what's this now?" Aria asked, inspecting the Cricket.

Jiminy Cricket prepared his umbrella.

"Miss, I'm really sorry about this."

"Huh?" Aria asked, confused.

Jiminy Cricket swung his umbrella against Aria's nose, she dropped the cricket and grabbed her nose in pain.

"Aah!" Aria shouted, eying the cricket. "You little cockroach; I'll squash you like an ant!"

She raised her leg to step on Jiminy, the cricket covering his eyes. Suddenly, a pair of hands stopped Aria. She turned and saw it was the little wooden boy preventing her from killing his friend.

"Leave Jiminy alone!" Pinocchio shouts.

"Let go of me, you brat!"

"No, I won't let you hurt my friend!"

Annoyed, Aria shoved Pinocchio off her foot and stalked the scared Puppet.

"Then I'll take you down too!" Aria said, raising her fist.

WHAM! Aria was pounced and found herself pinned to the floor, by none other than Rainbow Dash.

"I don't think so," Dash said.

"Every pony, attack!" Twilight shouts.

"Get them!" Adagio ordered.

Twilight and the others rushed toward the Dazzlings, while Adagio and Sonata charged. Aria shoved Rainbow off her, leaping back on her feet. The sirens' gems glow and all three floated in the air, surrounded by the light. Their hair grew longer, pony ears formed, and even fin-like wings sprouted from their back. Together, the sirens fired powerful sound waves from their mouths.

"Look out!" Twilight shouts.

The ponies and dragon dodge the attack before it hit them. Rainbow quickly picks up Pinocchio, placing him on another platform.

"Stay here," She said.

"Okay," Pinocchio said, watching her rejoin the others.

Meanwhile, Spike stood face-to-face with Sonata, who had a devious look on her face.

"When I defeat you and your friends," Sonata spoke. "You'll be coming with me as my new pet. You know? You're cuter as a dragon than a dog. I'll even call you… 'George'."

"Forget it sister," Spike said. "This dragon belongs to no one but Twilight."

"Then let's see if you're prepared for this!"

Sonata flew towards Spike, as he ran as far as his little feet can carry him. With the power of her gem, she powered up her fist.

"Melodious Punch!"

Spike ducked, as Sonata prepared her attack again. He rolls like a ball breathing fire around him.

"Fire Wheel!"

The two attacks collide against each other, propelling them backward. Sonata fired red blasts from her mouth, which Spike luckily dodged. Suddenly, she got hit by something pink in her face. She wiped it from her face and gave it a taste.

"Mmm…" Sonata smiled. "Cupcake frosting!"

She turned toward where it came from and discovered none other than Pinkie Pike, two cupcakes in her hooves.

"Hope you saved room for dessert! Get ready for my Cupcake Assault!"

Pinkie hurled a barrage of cupcakes toward Sonata. But as dim-witted as she may be, she had a plan of her own. She dug into her cleavage…

_Don't get any ideas…_

She dug into her cleavage, pulling out two wrapped tacos. She unwrapped the paper with her teeth, like pulling a pin off a grenade.

"Taste my Taco Fury!"

Sonata threw tacos toward Pinkie. Before their eyes, the cupcakes and tacos exploded off each other, neither one hitting the girls.

"Hey, you're pretty good!" Pinkie complimented.

"Thanks, you're pretty good too!" Sonata smiled.

"Sonata!" Aria and Adagio shouts.

"Pinkie!" The rest of the Mane Six shouts.

"Oh yeah," Sonata realized.

She takes a taco and slams it in Pinkie's face. The pink mare licked the taco off her face and tasted it. Her eyes widen, with a look of disgust.

"Ew! Is this meat?!"

"I know, right?!" Sonata said, chuckling. "Isn't it delicious?"

"We ponies are vegetarian!" Pinkie yelled.

"You are?" Sonata asked. "Sorry!"

In the moment, the other ponies fought Aria and Adagio, who blew them a kiss as a glowing ball with musical notes floats out her mouth. It slowly approaches Twilight, who stares at it in confusion. The ball stands still and suddenly… BAM! It explodes causing the ponies to fly backwards, screaming.

"Nice Sound Bomb, Dagi!" Sonata calls, giving a thumbs up.

"You ain't seen nothing yet," Adagio replied. "Aria?"

Without a word, Aria fires sound waves in the air, using her hands to drop them on the ponies, who barely dodged by the skin of their teeth.

"So, want to play rough, huh?" Rainbow said, cracking her hooves. "I'll show them!"

Rainbow concocts a storm cloud, shooting lighting toward the Sirens, who flew out of the way.

"Don't worry, Dagi!" Sonata calls out. "I'll get her!"

Sonata flew straight toward Rainbow, who proceeds to fly away from the Siren.

"I'm gonna get you. I'm gonna… Huh? WAAAH!"

Suddenly, Sonata flies away from Rainbow, who is chasing her instead.

"You want a piece of me?!" Rainbow mocked. "Ha-ha-ha! Who's the tough girl now?!"

Suddenly, Rainbow stops in her tracks when Aria appears, cracking her knuckles with a look that could kill.

"Nobody gets to beat up Sonata but me!"

"Whoa boy," Rainbow gulps, trying to fly away.

"Come here, you," Aria shouts, grabbing Dashie's tail. "Have a piece of this!"

Aria spun Rainbow around and around, tossing her aside and fires a red bolt toward her.

"AAAAAH!" Rainbow screamed.

BAM!

A cloud of dust forms as the blast apparently hits her. Pinkie and the other ponies witnessed the whole thing.

"Dashie! No!" Pinkie screams.

Aria smirks evilly, till it drops to a look of disbelief. As the dust settles, there Rainbow stood shielding her eyes with her hooves. Uncovering her eyes, she looked in shock discovering a magic bubble had surrounded her. When Aria turns to the side, she sees Twilight Sparkle casted the bubble around her friend.

"Why, you meddling…" Aria growled.

Suddenly, Aria finds herself caught by a lasso and pulled straight to the ground. She looks up and see Applejack tugging with all her might to keep her down. Spike witnesses the whole event, when he took a step back and felt his foot burn.

"OW!"

Spike retreats his foot and quickly turns around. That's when he notices the green liquid surrounding the platform.

"Watch out for that green water!" Spike warned the others. "It burns!"

"That's not green water!" Twilight answered. "It's gastric acid!"

"Now she tells me," Spike says to himself.

Suddenly, a shadow loomed over Twilight Sparkle, who turns to the side and sees Adagio hovering over her prepared to fight.

"I won't let you get away this time, princess," Adagio said. "You humiliated me, now you and your friends, pony and human alike, are going to pay!"

"You deserved it!" Twilight agued, as they circled one another. "You're not ruling any world, not on my watch. Aligning with the Coachman was a foolish mistake."

"We shall see, Princess. Once the Blue Fairy is in my grasp, this world and the rest will all bow before me!"

"Your attempts are useless; the Blue Fairy will never be fooled by the likes of you.

"You forget even powerful beings are capable of falling under our spell, no different to everyone else. All they need is a tiny _push_ in the wrong direction. Face it, princess: I will always be smarter and better than you. It's all over."

"You're wrong, Adagio. We ponies have dealt with many power-mad creatures over the years and you will lose just the same as them."

"What is a pony, anyway? Just a miserable pile of friendship. Enough talk; have at you!"

Adagio fires a red beam from her mouth, which Twilight quickly blocked with her magic. Twilight counterattacks with her own laser beams till Adagio dodged them. They repeat the attacks a few more times till Adagio had enough.

"You bore me!" Adagio said.

Adagio takes to the air, powers up her voice and unleashes a sound wave so big it caused a shockwave propelling Twilight backward. She nearly fell into the gastric acid, not close enough to burn her skin but enough to feel the heat. Adagio charges toward her, attempting to push her in the scolding liquid as Twilight struggles to push back.

"Give up, pony!" Adagio demands.

"Never!" Twilight shouts.

Jiminy, caught in the middle of the fight, witnesses the battle between Adagio and Twilight.

"Uh oh, Twilight's in trouble!" Jiminy said, to himself. "I gotta help her!"

Jiminy ran as fast as he could, as Adagio nearly forced Twilight into the acid.

"Say goodbye, princess!" Adagio smiled.

Suddenly, she sees a tiny cricket hop in front of her eyes to her confusion.

"You leave Twilight alone!" Jiminy shouts, swinging his umbrella.

"OW!" Adagio shouts, closing her eyes. "Get off me!"

Adagio swiped her hands over her eyes, trying to shoo away the cricket. Twilight took the moment to escape from harm's way and regain her strength. But then she notices the acid slowly rising.

"Girls!" Twilight shouts. "We have a problem!"

Rarity kept Sonata and Aria at bay with her gems but notices the acid too.

"We must finish this, now!"

Finally, Adagio managed to swipe Jiminy off her face and the cricket nearly fell into the acid. Jiminy Cricket screamed for his life, closing his eyes when he felt his body stop as if frozen in time. A purple aura engulfed him, as Twilight Sparkle used her magic to levitate the cricket toward her.

"Girls, get over here now!" Aria yelled.

Aria and Sonata regrouped with their leader, as the other ponies reunited. They looked on worried as the gastric acid would soon engulf the platform any minute.

"I give you the chance to join in our rule," Adagio said, her gemstone glowing brightly. "But now… I just want you to die!"

The Sirens allowed the magic within their gems to take hold of them, the magic altering their bodies. The clothes ripped loose from their bodies as they grew and assumed their true siren forms. The beasts looked menacingly toward the ponies, who quaked with fear.

The Dazzlings began to sing, shooting sound waves toward them. Twilight tried to protect every pony with her barrier, but the Sirens' power proved more than a match for her. The blast nearly knocks the ponies away as Twilight Sparkle faints having used all her power.

"Twilight!" The ponies shout, gathering around Twilight.

"Ha-ha-ha! I always knew you were weak, princess," Adagio growled. "Just like all the others; prepare for your demise!"

"Oh, let me do it, Dagi!" Sonata pleaded. "Let me do it!"

"Fine, but don't screw up!" Adagio said.

"Oh goody!"

Sonata charged her voice, the ponies not knowing what to do as the Sirens proved too powerful. Suddenly, one Pegasus pony stepped in front of her friends. Fluttershy unleashed the Stare toward Sonata, the blue siren's eyes filled with fear.

"Aah! What's happening?!" Sonata screamed, covering her eyes. "Please, don't do it! Get away!"

"Alright, Flutters!" Rainbow cheered.

"Is there anything that Pegasus can't do?" Jiminy asked himself.

Fluttershy kept her Stare locked on the Siren, when Aria stepped in.

"I told you!" Aria growled. "Nobody hurts Sonata, but me!"

Before Fluttershy can react, Aria grabs the Pegasus in her mouth and tosses her against the wall. The ponies gasp in unison.

"Fluttershy!" Rainbow yelled, glaring toward the purple siren. "You'll pay for that, freak!"

Rainbow charged toward the purple siren, who unleashed a large sound wave across the whole room. The ponies were propelled backward but luckily, they landed on the platforms stuck on the wall. The Sirens laugh maniacally, as the ponies struggled back on their hoofs. In the meantime, Adagio clutched Pinocchio in her claws before he could run away.

"No! Let me go!" Pinocchio shouts.

"Pinocchio!" Jiminy yells.

"They're too strong!" Applejack groans, barely on her hoof.

"That's right, foals!" Adagio said. "We've sucked all the negative energy we need to take you down in one blow. While you are stuck here as whale food, Pinocchio is coming with us, we'll escape this miserable place and with the Blue Fairy's power we'll conquer every world in existence!"

As she spoke, she notices the stomach acid nearly filling the entire room.

"Face it Princess… We've won!"

"No, you won't!" Twilight said, struggling to get up. "Not if we have anything to say about this."

"So be it!" Adagio snarled.

Adagio charged toward the alicorn princess, who used all the strength she has left to fly toward the Siren leader. She fires a magic beam into the beast's eyes, making her scream in agony. Twilight takes the moment to land on her face and block her sight.

"Get off me!" Adagio growled.

Adagio struggled to get the princess off her face, flying around the area. Twilight charges her horn and suddenly causing them to vanish from sight.

"Twilight!" Spike shouts. "Come back!"

A few minutes later, they appeared back in the mouth, where Geppetto's boat remains stuck. The old woodcarver, along with the foals, approached the railing and witnessed a giant monster, whose eyes were blocked by a certain unicorn/alicorn.

"Get off me, pony!" Adagio growled.'

The figures on the boat watch the two plunged toward the water as they screamed.

SPLASH!

"What was that?" Geppetto asks, peering over the railing.

The little foals checked the water and saw a big red glow in the water. Suddenly, Twilight and Pinocchio emerged from the water coughing for air.

"It's Twilight and Pinocchio!" Apple Bloom shouts.

"Pinocchio?" Geppetto asked.

"But what was that thing?" Tender asks.

Suddenly, Adagio emerged with a huge splash, reverting back to her anthro-form, swiping the hair away from her face.

"That puppet is mine, princess!" Adagio snarls.

"No, he isn't!" Twilight said, defiantly. "If you want him, you have to get through me!"

"Fine by me."

"Adagio fired her sound waves toward Twilight, the attack makes contact and knocks her into the water. Pinocchio tried to swim back to the boat when Adagio picks him up.

"Father!" Pinocchio yelled.

"Pinocchio!" Geppetto yelled.

Twilight plopped back to the surface, spitting saltwater out of her mouth.

"I told you, princess," Adagio said. "No matter how hard you try, no matter how much you fight, you're going to lose. Your friends are not here to help you; this time, I have you all to myself."

Suddenly, a noise draws Adagio to look in front of her while Twilight looks from behind. They witness the other ponies riding the other Sirens, Spike blocking Aria's view and Pinkie blocking Sonata's.

"Get along, little doggies!" Applejack said, riding Aria. "Yeehaw!"

"A little to the left," Pinkie instructs. "That's it, now to the right. Now downwards…"

"Please don't make me crash!" Sonata begged.

"You're doing fine, Sonata!" Pinkie said. "Trust me!"

"WILL YOU STOP TRYING TO BEFRIEND US?!" Aria demands.

Suddenly, the Sirens and ponies land straight into the water. Aria and Sonata emerge from the water in their anthro-forms, while the ponies followed after.

"Nailed it!" Pinkie said, with a smile.

"Thanks!" Sonata said.

"What did you say we were again?" Twilight asks Adagio, with a determined smile. "Weak?"

Adagio grits her teeth in anger, looked toward the beings on the boat. She sees the two nervous foals, giving her an idea.

"Sonata! Aria!" Adagio commands. "Grab those foals!"

The two sirens quickly flew toward the boat, snatching the two foals and flew beside Adagio.

"Apple Bloom, no!" Applejack yelled.

"Applejack!" Apple Bloom yelled.

"Father!" Pinocchio screamed.

"Help us!" Tender shouts.

"Pinocchio!" Geppetto cries, gaining Adagio's attention. "Please, whoever you are, give me back my son."

"Sorry, old man," Adagio said. "I have unfinished business with this puppet!"

"He's no puppet! Pinocchio is my little boy!"

"You call this puppet your son? Ha! How foolish.

"Let them go, Adagio!" Twilight demands.

"I don't think so, Princess. We're gonna escape this whale and they are coming with us!"

"Really? Then, I want the one with the bow!" Sonata said, cuddling Apple Bloom, to her dismay. "She's so cute!"

"NO!" Applejack shouts.

"Adagio, listen to me!" Twilight begs. "It doesn't have to be this way!"

"It's always this way," Adagio argues. "You should learn one thing about me, princess. I always get what I desire."

"By kidnapping children?!"

"I'll take any drastic measure if I have to," Adagio speaks, in a dark undertone. "We will escape and rule this world, while you can stay here with your pathetic friends… Forever!"

"Oh boy, this is worse than I thought," Jiminy said.

"What'll we do, Twilight?" Spike asks, worriedly.

It seems they were in a difficult situation, the Sirens about to escape and Twilight stuck here with her friends. She was on the verge of giving up, even if she didn't want to. There had to be a way, but how? Suddenly, she heard a voice, one she recognized too well, echoing in her head. The voice of someone who helped her and her friends through this adventure.

"Don't let them win, Twilight Sparkle," The female voice spoke. "Remember: You've defeated them before. There are only two powers that can defeat the sirens and you know what they are. You've got this…"

"No," Twilight said, aloud. "_We_ got this… Together!"

Suddenly, Twilight did the most unexpected thing in such a drastic situation:

"_You're never gonna bring me down,_  
_You're never gonna break this park of me."_

Adagio raised an eyebrow as the unicorn/alicorn started singing. Even Twilight's friends were confused.

"Twilight, this is no time for…" Rainbow began.

"Come on, girls!" Twilight interrupts. "Sing along; trust me!"

"_My friends are here to bring me 'round_  
_Not singing just for popularity."_

"What are they doing?" Aria asked, confused.

"I think she's… Singing?" Sonata guessed.

Listening to the song, Adagio's eyes widen recognizing the tune very well.

"No…"

Slowly, the ponies began to sing together much to Jiminy's confusion.

"_We're here to let you know_  
_That we won't let it go_  
_Our music is a bomb and it's about to blow!"_

"No!" Adagio shouts. "Stop that! I'm warning you!"

But the ponies didn't listen, they just kept singing.

"_And you can try to fight_  
_But we have got the light of friendship on our side!"_

As the music and singing kept going, Adagio got angrier.

"I said… STOP!"

Adagio fires a deadly read beam toward the ponies, intent to kill them. Suddenly, a magic barrier of unknown power stopped the beam much to Aria's shock.

"It didn't work!" Aria shouts.

"No, we can't let them win!" Adagio yells. "Together!"

The Sirens fired multiple laser beams toward the ponies, but the barrier stayed strong.

"_Got the music in our hearts_  
_We're here to blow this thing apart_  
_And together, we will never_  
_Be afraid of the dark_  
_Here to sing our song out loud_  
_Get you dancing with the crowd_  
_As the music of our friendship_  
_Survives, survives!"_

"It won't go down!" Sonata screams.

Apple Bloom bites Sonata's hand, while Tender bites Aria's.

"YEOW!" Sonata screams.

Aria and Sonata drop the foals back on the deck, while Sonata rubs her hand. Aria glares toward the two.

"Why, you little…!" Aria began.

"Let go of me!" Pinocchio yelled, kicking Adagio in the gut.

"OOMPH!" Adagio gasped, holding her gut.

Pinocchio dropped toward the ocean, just inches from the boat.

"How dare you!" Adagio yells, raising her arm to attack.

Before the Dazzlings can do anything, a bright glow drew their attention. The magical barrier surrounding the ponies began to shift and assume a new form.

"_We're here to let you know_  
_That we won't let it go_  
_Our music is a bomb and it's about to blow_  
_And you can try to fight_  
_But we have got the light of friendship on our side!_  
_Got the music in our hearts_  
_We're here to blow this thing apart_  
_And together, we will never_  
_Be afraid of the dark_  
_Here to sing our song out loud_  
_Get you dancing with the crowd_  
_As the music of our friendship_  
_Survives, survives!"_

While singing the next verse, the magic surrounding them ignited a change in the ponies. Suddenly, Applejack gained red, blue and green streaks in her blond hair and a red apple over one eye. Fluttershy gained green, yellow and purple streaks in her pink hair and a pink butterfly on her eye. Pinkie gained green, blue and purple streaks in her hair and a blue balloon on her eye. Rarity gained pink, blue and yellow streaks in her hair and a blue diamond over her eye. While Rainbow gained no streaks, she did get a blue lightning bolt over her eye. Last, but certainly not least, Twilight gained extra streaks of dark pink, yellow and blue in her hair and a six-pointed star over her eye. As if the girls gained new powers.

"_Got the music in our hearts_  
_We're here to blow this thing apart_  
_And together, we will never_  
_Be afraid of the dark_  
_Here to sing our song out loud_  
_Get you dancing with the crowd_  
_As the music of our friendship_  
_Survives, survives, survives!"_

The Sirens stood nervously, and, to their shock, the ponies transformed into the same giant alicorn that defeated them during their main event at Canterlot High. The alicorn fired a powerful rainbow beam toward the sirens, so powerful Monstro forced his mouth open leaving him completely confused. The beam propelled the sirens out of the whale and into the water.

SPLASH!

After a few seconds, the sirens' heads pop out, as they spat water out of their mouths.

"I can't believe it!" Aria said. "They've defeated us… Again!"

How is this possible?!" Adagio asks, outraged.

"Well, on the positive side," Sonata assures. "At least they didn't destroy our… Oh."

Sonata just realized she spoke too soon, as the shards of the gem, remains from the blast, floated atop the water.

"Quick! Grab the pieces!" Adagio said.

Suddenly, an orb of blue light drew their attention.

"Now what?!" Adagio asks, annoyed.

The blue light took the form of a beautiful lady in a blue dress, blond hair and a wand in her hand. The Dazzlings were amazed as the woman looked down on them.

"Dagi, who is that?" Sonata asked.

"Is that…?" Aria began.

"Her…" Adagio said, with venom.

The woman didn't say a word, only looked at them firmly.

"So, you're the Blue Fairy?" Adagio asks, pointing toward her.

But again, the fairy didn't answer.

"Gems or not, I've finally got you!" Adagio said.

But then the Fairy used her wand to open a portal above them, as Adagio's eyes widen.

"NO! NOT AGAIN!"

But it was too late. The portal sucked the Dazzling inside, while the portal and the Fairy herself disappeared. The Dazzlings swirled through the vortex, screaming through the whole ride.

* * *

**Earth**  
**Canterlot Town**

Over the town, the portal opens as the Dazzling dropped toward the ground. As the sirens grunt in pain, the portal disappears and the townspeople around barely noticed, going about their business.

"This is getting old, _really_ fast," Aria groaned.

"I can't believe it," Adagio said, looking around. "We're back in this miserable town, right back at the bottom… AGAIN!"

"Defeated by ponies!" Aria shouts. "AGAIN!"

"And our pendants are destroyed!" Adagio notes, holding the shards. "It'll take months, maybe ages to repair them."

"Well, there's still the bright side," Sonata offers.

"What bright side?!" Adagio and Aria yelled, glaring.

Sonata takes out one of the bags of gold, which she somehow kept safe… Don't ask how.

"We still have our gold!" The blue-haired siren smiled. "Now I can make my dream of running a taco stand come true!"

"ENOUGH WITH THE TACO STAND!" Aria yelled, losing her patience.

Aria chased Sonata around the streets, while Adagio just nodded her head. True, they have their bags of gold and could use them as they wanted. But that didn't matter to her. Once again, Adagio was defeated and there was only one thing she wanted more than adoration: Revenge.

"CURSE YOU, PRINCESS TWILIGHT!" Adagio screams at the top of her lungs.

* * *

Back inside the whale, Pinocchio, Geppetto, Apple Bloom, Tender, Spike and Jiminy stared at the scenery in awe. Eventually the giant alicorn disappeared reverting back into six ponies. The streaks in their hair and the symbols on their eyes disappeared too. They were exhausted from the experience, but they were relieved they finally did it. The Sirens were defeated.

"Big sis!" Apple Bloom shouts.

She runs toward her big sister, who opens up her arms as the sisters embraced.

"Thank Celestia, your safe," Applejack sighs. "Whoever lays a hand, hoof or claw at mah sister, deals with me!"

"What was that?" Tender Taps asked.

"That was amazing!" Jiminy said, in wonder.

"I don't really know," Twilight admits. "It's something I did before with my Canterlot High friends."

"It's like we used the power of friendship and music to defeat the sirens," Applejack notes.

"So… We blasted them toward the ocean?" Rainbow asked.

"Seems that way, Rainbow," Twilight nods. "The important thing is they won't hurt anyone else… Least for now."

"So, did you hear the Blue Fairy in your head?" Pinkie asked Twilight.

"How did you know that?" Twilight asked.

"Oh, just a hunch," Pinkie smiled, innocently.

"Pinocchio!" Geppetto cried.

Pinocchio smiles toward his father, who rush towards him.

"Father!" Pinocchio cried, as they shared a loving hug.

The ponies felt a warm feeling inside as they watched father and son reunite. The old man turns toward the girls, tears in his eyes.

"You saved my boy from those wicked girls," Geppetto said. "Thank you."

"You're welcome, Geppetto," Twilight bowed.

"I'm sorry for running away again, guys," Pinocchio apologizes. "I just wanted to help find a way out of Monstro to make up for what I did. I should've been more careful to who I talk to."

"That's alright, sugar cube," Applejack said.

"But the things I said…" Pinocchio said. "Whatever I said, I didn't mean…"

"No sweat kid, we know it wasn't you," Rainbow said. "Besides, we have the solution to get out of here! Twilight can just teleport us back home!"

"I'm afraid I can't do that right now," Twilight said. "It took so much energy out of me to fight the Dazzlings. I need to rest."

"So… We're going to be stuck in here forever?" Tender asks.

"Don't worry," Applejack assures. "We'll get out of here one way or another."

"I guess we'll just have to get used to stayin' here, for a while," Apple Bloom said.

"You should've seen them, Father," Pinocchio spoke to Geppetto. "They were amazing fighting those Sirens!"

"Actually, Jiminy is the big hero," Applejack said.

"Me?!" Jiminy Cricket said, surprised.

"Yeah, if you didn't stop Adagio, I would've been a goner for sure," Twilight said, nudging her head against him. "Thanks, Jiminy."

"Gosh, isn't that what friends do?" Jiminy asked.

"It sure is," Twilight nods.

"Three cheers for Jiminy!" Pinkie declares. "Hip hip…"

HOORAY!" Every pony and Pinocchio yell.

"Hip hip..."

"HOORAY!"

"Hip hip..."

"HOORAY!"

Jiminy couldn't help but blush at all the adoration.

"You girls must be really tired after such a long fight," Geppetto said. "Come, we make a nice fire and we cook some of the fish."

"We usually don't eat fish," Tender points out.

"Well, better than to starve," Rarity said. "But nopony will ever hear the end of it."

When Pinocchio heard what his father said, a light bulb glowed in his head.

"A fire! That's it!"

Pinocchio's yell caused the other ponies to jump, while the old man was oblivious.

"Yes, and then we'll all eat again," Geppetto continued.

"A great big fire!" Pinocchio said, dashing into the boat. "Lots of smoke!"

"Smoke?" Everyone said.

"Now wait just an apple pickin' minute," Applejack said. "You trying to set the boat on fire?"

"I don't think he's doing that," Fluttershy said.

"Well, a smoked fish will taste good," Geppetto nods.

Pinocchio grabbed all the firewood from a red box, handing them to his father.

"Quick, some wood!" Pinocchio said.

"Boy, he must be pretty hungry," Pinkie observed.

"Or maybe…" Twilight thought, suddenly her eyes widen. "He's found the solution!"

"Quick, Spike," Pinocchio said, grabbing his claw. "I need your help!"

"Easy, Pinoke!" Spike said. "What's the hurry?"

But Pinocchio didn't answer, leaving Spike in position while he grabbed a chair.

"Pinocchio, not the chair!" Geppetto yelled.

Outside, Pinocchio smashed the chair against a barrel.

"Hurry, guys! More wood!"

"You heard him!" Twilight called out. "Find more wood!"

Every pony grabbed as much wood as they could, even some planks off the ship, placing them along the barrel and the broken chair. Geppetto, Figaro and some of the ponies were confused trying to figure out what Pinocchio is doing.

"Oh, what will we sit on if we—" Geppetto began.

"We won't need it," Pinocchio interrupted. "We're getting out! Spike, breathe fire on the wood!"

"Uh… Okay?" Spike said, confused.

Spike blew a stream of fire along the wood; it didn't take long for the entire pile to ignite.

"Getting out?" Rarity asked. "But how, darling?"

"Yeah, how?" Tender asked.

"We'll make him sneeze!" Pinocchio answers, dropping the blanket on the fire.

Every pony looked at each other, when Pinocchio told his idea. The puppet fans the fire with his hat.

"Make him sneeze?" Geppetto asked. "Oh, that will make him mad."

They watched a big cloud of smoke head toward the ceiling.

"Brave yourselves, every pony," Twilight said, determined. "We're leaving Monstro right now!"


	13. Escape from Monstro - Whale Chase

Out on the ocean, Monstro the whale took a nap after unknowingly spitting part of his meal out. A huge flock of seagulls nestled along the giant mammal's back, when the unthinkable happened. Smoke emerged from the whale's blowhole, scaring the seagulls away and the whale felt something amiss. He sniffs the air three times, then four. He opens his mouth and a big cloud of smoke emerged. It scared the whale at first, then he was on the brink of sneezing as he tried to contain it.

While this happened, Pinocchio, Geppetto and their Equestrian friends shoved the raft close to the mouth. Figaro and Cleo were already aboard along with a few supplies, while the others struggled against the whale's breathing, pushing them back but they refuse to give up.

"Look, it's mouth is open!" Rainbow yelled.

"It won't work!" Geppetto shouts.

"Hurry, everyone!" Pinocchio called out, climbing aboard the raft. "Climb aboard!"

"We'll never get by those teeth!" Geppetto shouts, believing the plan won't work.

"Yes, we will!" Pinocchio said.

Jiminy was inside a green bottle, using his umbrella as an oar.

"I hope it works!"

"It has to work!" Twilight said. "It's our only chance!"

Everybody climbed on the raft. Applejack, Twilight, Pinkie Pinocchio and Geppetto rowed the oars.

"Hang on!" Pinocchio said. "Here we go!"

Just as they approached the teeth, the whale sneeze so hard, so loud, it forced the raft out. The sneeze felt like a hurricane, creating a big wave that blew the raft, and a few seagulls, far away from Monstro. Everyone held on tightly to the raft.

"Gesundheit!" Jiminy said, from his bottle.

"Wow!" Pinkie said, amazed. "That was the biggest, most powerful sneeze ever. He gives Sneezy a run for his money."

Suddenly, Monstro was about to sneeze again and his breath pulled the raft back.

"We're going back!" Applejack yells.

"He's too strong!" Apple Bloom said.

"No, we'll make it!" Pinocchio said. "Faster, faster!"

Everyone rowed as fast as they could, as the raft, along with a flock of seagulls and some water, drifted back into the whale's mouth.

"It's no use!" Geppetto yelled. "We're done for!"

And just like that, Monstro blew another powerful sneeze, blasting everything even further away from him. The raft spun round and round, as everyone held on.

"I'm… Gonna… Be… Sick!" Applejack said, dizzily.

Eventually, the raft stopped spinning and hurdled over a wave. Pinocchio's plan worked.

"We made it!" Pinocchio said.

"Hooray!" Every pony cheered.

"You did it, squirt!" Rainbow said, hugging Pinocchio. "It totally worked!"

"That was brilliant, Pinocchio!" Twilight said.

"That's my boy!" Geppetto said, proudly.

Just when they through the worst was over, the loud roar of the whale caused them to look back. Monstro was about to sneeze again, when he violently drank lots of water to get rid of the smoke and fire.

"That doesn't sound good," Spike said, nervously.

"Is it me or does it sound like the whale isn't happy?" Pinkie asked.

"I'm beginning to feel we need a bigger boat!" Rarity said.

"Look! Now he is mad!" Geppetto yelled.

"Row!" Twilight shouts. "Row for your lives!"

The whale saw them row away, rage coursed in his body and mind. He unleashed his speed and raw power to pursue them intent to finish them off. Everybody rowed as hard and fast as they could.

"He's coming after us!" Fluttershy screams.

"I told you he'd be furious!" Geppetto said.

Suddenly, they saw the whale dove into the water, disappearing out of sight. They looked around anxiously.

"He's gone!" Geppetto said.

"Where did he go?" Apple Bloom asked.

"He dove under!" Applejack said, looking down.

"He could be anywhere!" Twilight said, looking around. "He can attack at any moment!"

Suddenly, to their surprise, the monstrous whale struck from the depths beneath their raft.

"Look out!" Geppetto yelled.

The giant mammal caused the raft and everyone else to roll along it's back and tail.

"Hang on!" Geppetto yelled.

They rolled off the tail and fell into the ocean. It's attack worked. The whale made a huge rip along the water to turn his body. Roaring loudly, he charged again at full speed. Every pony swam as fast as they could toward the raft, climbing aboard.

"Hurry, everyone!" Geppetto said.

"Wait! Where's Apple Bloom?!" Applejack said, seeing her little sister wasn't seen.

"APPLEJACK!"

Applejack turned and gasped when she saw her. Apple Bloom, a few meters away, struggling with her legs to stay afloat. The splashing made it clear she was in distress.

"Applejack!" Apple Bloom yelled. "Help!"

"Apple Bloom!" Applejack yelled.

"She's drowning!" Tender said, worriedly.

"She can't swim without her swimming bands!" Applejack said.

"I have to help her!" Tender braced himself.

"We'll save her!" Pinocchio yelled.

"Pinocchio! Tender! No!" Applejack yelled.

But neither one listened, as they dove into the water swimming toward the little filly. Meanwhile, the whale was drawing closer.

"There she blows!" Pinkie yelled, looking ahead.

"Actually, it's a 'he'," Fluttershy corrected.

"I'll stop him!" Rainbow said.

"Rainbow! No!" Twilight shouted.

But the Pegasus already flew straight toward Monstro.

"Time to play a little game called 'Show me, whale'!" Rainbow yelled, flying around and punching the whale on its sides. "Take that! And that!"

The whale didn't feel anything but tried to swallow Rainbow. But this pony was quick and struck him on the nose.

"You're tough, I'll give you that. But let's see you face this!"

She fired rapid punches against the whale's nose as it roared in agony.

"Now for a little Pegasus magic!"

Rainbow used a storm cloud to zap lighting against the whale, the beast roaring loud. But this only made the monster angrier.

"You think that hurts? You ain't seen nothing! Feast your eyes on my finishing move: The Sonic Rainboom!"

She flew directly into the air as the whale watched. When she was high enough, she propelled at full speed toward the whale. Wind and lightning surrounded her, as she was on the brink of breaking the sound barrier.

"You're about to become sushi!"

But just as she was about to strike, Monstro swallowed a ton of water and shot them through his blowhole toward the Pegasus. Ultimately, the Rainboom failed and she spun around the air while falling toward the sea. At that moment, the whale dove under and with its big tail slapped Rainbow fair away, while her screams faded in the distance.

"RAINBOW!" Twilight shouted.

Pinocchio and Tender Taps swam close to Apple Bloom, who was starting to get tired. The boys grabbed her before she started to sink.

"Hold on tight, Apple Bloom!" Pinocchio said.

Together, the children swam back toward the raft.

"Hurry up!" Geppetto shouted.

The kids used all their strength till they grabbed the edge of the raft.

"Apple Bloom, come here!" Applejack said, pulling her sister up.

Apple Bloom coughed out some water, while Applejack tended to her. As she held Apple Bloom in her arms, she turned her attention to Pinocchio and Tender Taps who climbed aboard the boat.

"Thank you, boys!"

"You're welcome, Miss Applejack," Tender sighed, fainting on the raft.

Suddenly, a big splash caused the group to see the whale, emerging from the water and charging toward them.

"Ah wish Mom and Dad were here," Apple Bloom said to Applejack, weakly.

"So do I," Applejack sighed, facing the approaching whale.

"He's coming back!" Twilight points out. "Hurry!"

"He's trying to kill us!" Geppetto said, as everyone paddled harder. "Paddle, everyone!"

The water began to rise, a big wave started to build. The raft slid downwards while everyone held on tighter. Atop the wave, the whale dove through ready to swallow them.

"Back! Back! Back!" Pinkie yelled, paddling very hard.

The group paddled hard enough for the whale to miss its target. But it got one more trick up his sleeve, as the group watched him prepare his large tail to smash them.

"Look out!" Geppetto shouted. "Jump!"

Everyone quickly dove into the water, while the tail smashed the raft to piece. The whale disappeared into the depths, leaving a trail of broken wood in its path. The ponies held their breath underwater, swimming as quick as they could. It was no problem for Pinocchio to breathe underwater, being a puppet and all. They emerged from the water, gasping for air as some began to panic.

"We're going to die," Spike panicked. "We're going to die!"

"It… It destroyed the raft!" Rarity cried. "It destroyed it!"

"Calm down!" Twilight shouts. "Don't panic!"

"Applejack!" Apple Bloom called, holding onto Twilight. "Applejack!"

Apple Bloom and Twilight looked around till they found Applejack lying unconsciously against a big piece of wood.

"Applejack!" Twilight called out.

"Big sis!" Apple Bloom yelled.

They swam toward their friend, trying to shake her awake. But she didn't budge.

"Applejack!" Pinkie yelled. "You gotta wake up!"

"Wake up, Applejack!" Apple Bloom yelled. "Why won't she wake up?!"

"She's unconscious!" Twilight said. "Pinkie, you and Fluttershy carry Applejack!"

"On it!" Pinkie said, while she and Fluttershy grabbed Applejack. "Tender, hold onto me!"

Tender Taps held tightly to Pinkie's back, while she got a good grp on the unresponsive cowpony. But they noticed someone else was missing.

"Where's Geppetto?!" Rarity asked.

"Father!" Pinocchio called, looking around. "Father!"

"Geppetto!" Twilight called.

It didn't take long to find him, the old man holding onto the mast of the raft.

"Oh, Father!" Pinocchio said.

"Pinocchio… Girls…" Geppetto said, weakly. "Swim for shore… Swim for shore…"

To make matters worse, Monstro emerged from the water again and charged.

"There he is again!" Spike pointed, terrified.

The ponies screamed and panicked, splashing around. Twilight looked around and found something: A cliff with a big hole on the side.

"There!" Twilight pointed. "Swim toward that cliff! It'll bring you to shore! Hurry!"

The ponies swam as quick as they could toward the cliff, as Twilight handed Apple Bloom to Rarity.

"Rarity, take Apple Bloom with you!" Twilight instructs. "I'll help Pinocchio! Now go! Hurry!"

As Rarity swam away with Apple Bloom, Pinocchio and Twilight swam toward his father.

"Hang on, Father!" Pinocchio called out.

"We're coming, Geppetto!" Twilight said.

"Save… Yourself…" Geppetto said, sinking into the ocean.

Fortunately, Pinocchio and Twilight were quick enough to catch him. They stared at the giant whale drawing closer and closer.

"Quick, pull!" Twilight shouts. "Towards that cliff!"

Together, they pulled Geppetto toward the cliff with Monstro in hot pursuit. His speed increased every second, as the pony and the puppet swam as fast as they could with nowhere to go but to the cliff, their only hope. The whale roared loudly as he drew closer, Twilight and Pinocchio were almost inside the hole. But a big wave blocked the entrance, making it impossible to escape the whale. Still they swam like their lives depended on it as Monstro approached. Twilight and Pinocchio stared in horror as the whale leapt into the air. The two paddled madly as the hole revealed itself again. It was in that moment, when all seemed lost, the whale opens its mouth aiming to consume and kill them. Twilight and Pinocchio were just inside when Monstro smashed into the cliff creating a massive explosion of water from the other side of the cliff.

The impact itself knocked Geppetto onto the beach, as the old man lied unconsciously. The water drifted away before another splash of water sent the ponies, Figaro and Cleo onto the beach.

_It was a miracle the kitten and the goldfish survived the fury of the ocean and the whale._

Anyways, Pinkie Pie, tired from the swimming, shook herself dry when she saw Rainbow Dash unconsciously lying on shore.

"Dashie!" She yelled.

Pinkie dashed toward her friend, listening for a heartbeat. But she felt no response.

"Don't worry, Dashie," Pinkie said. "I'm not losing you. I must use… The kiss of life!"

She quickly gave her CPR and mouth-to-mouth resuscitation. Rainbow slowly opens her eyes and saw what Pinkie was doing.

"AHHHHH!"

Rainbow shoved Pinkie away, while she spat on the beach.

"Dashie, you're alive!" Pinkie cried, hugging her.

"Of course I am!" Rainbow yelled, wiping her mouth. "What were you doing?"

"CPR and mouth-to-mouth! I saved your life."

"More like kissing to me! You know I don't swing that way."

"Oh, Dashie," Pinkie cried, hugging her which Dash accepted. "Say, did that whale really hit you around the world?"

"Actually… I'm pretty sure I saw the sun rise and set twice so it might've been more than that."

By now, Applejack slowly opened her eyes and stood on her legs. She coughed some water from her mouth while looking around.

"Apple Bloom?!" Applejack called, looking for her sister. "Apple Bloom!"

Then she found her, but not the way she hoped. Rarity, her mane wet, held Apple Bloom by the scruff with her teeth and Tender Taps walking beside her. The little filly's eyes were shut, unresponsive. Applejack quickly ran toward them while Pinkie, Rainbow, Fluttershy, Twilight and Spike followed.

Applejack came to a half, watching in sadness and worry. She sat on her haunches, staring as Rarity gave the little filly to Applejack, who held her tenderly. She looked at Rarity, who only gave a look of sadness and regret, which the others knew what it meant. Fluttershy held her hooves to her muzzle, starting to cry. Applejack's worst fear came true: Her little sister was no more. She promised her deceased parents she'd protect her at all costs, now she felt as if she broke it. Her eyes swell with tears looking at her lifeless sister, cradling and nuzzling her lovingly. She closed her eyes, allowing her tears to shed. But suddenly, Apple Bloom's eyes slowly open and looked unto her sister.

"Big… Sis?" She asked, softly.

Applejack heard it, quickly opening her eyes in wonder.

"Apple Bloom?" She said, seeing her sister. "Apple Bloom!"

Applejack hugged her tightly, while Rarity and the others smiled. They circled around the two siblings.

"Thank Celestia, I thought I lost you," Applejack cried.

"Heh… Takes more than a whale and some water to take me down," Apple Bloom smiled weakly, slowly regaining her strength.

"Shh… I'm here," Applejack whispered, nuzzling her. "I'm here."

"We did it!" Fluttershy cheered, happily. "I can't believe we did it!"

"Ha! Take that, Monstro!" Rainbow yelled.

Twilight looked around and saw Geppetto lying on the sand.

"Geppetto!"

The other ponies heard her and ran toward the woodcarver. The old man breathed heavily, as Figaro and the others slowly walked toward him.

"Pinocchio…" Geppetto said, between breaths. "Girls… Save yourself…"

Twilight placed a hoof over him, while Figaro laid his paw on his owner.

"It's okay, Geppetto," Twilight spoke softly, comforting him. "We're here."

But the old man barely heard her, he kept rambling. The others felt very worried for him.

"Don't mind me, son… Save yourself… Pinocchio."

"Don't say that," Twilight said. "We're staying with you."

"He's delirious," Fluttershy observed, feeling his forehead. "We need to get him home."

"Where's Pinocchio?" Apple Bloom asked, looking around.

"Girls, go find Pinocchio now!" Twilight commands. "I'll stay with Geppetto."

"Search everywhere!" Applejack added.

"Pinocchio!" Rainbow called out.

While the ponies searched, Twilight watched over Geppetto stroking him and the worried Figaro.

"Save… Yourself… Please…" Geppetto said, softly.

"Shh… It's alright," Twilight whispered.

"Pinocchio!"

The ponies and dragon's search drew them to a familiar voice, as Jiminy drifted to shore out of his bottle.

"Jiminy!" Apple Bloom shouts, happily. "Ya made it!"

"You must help us find Pinocchio," Spike urged.

"I'm working on it," Jiminy said. "Pinocchio!"

"Pinocchio!" Pinkie called. "Where are you?"

"Oh, Pinocchio!" Jiminy called, looking around. "Pinocchi—"

Suddenly, he stopped.

"What is it, Jiminy?" Tender asked, then gasped at the sight.

They finally found the puppet, but their shocked expressions said it all. Pinocchio, lying face down in a large puddle. The force of the big wave proved fatal for the little puppet. They were too late.


	14. Brave, Truthful and Unselfish

The ponies escaped death itself; the whale presumably dead after smashing against the cliff. The worst was over, Geppetto was taken care of and it was a matter of finding Pinocchio. But to their shock, they discovered the puppet was dead. It was a bitter blow, especially for Geppetto. They left the short, sadly walking back to the woodcarver's house, the old man carrying his son in his arms. It took thirty minutes to reach the shop, thirty _sad_ minutes, but they didn't care. By nightfall, Pinocchio was laid out on the bed and they all grieved around him. Geppetto knelt along the bed, crying in his hands while the ponies and dragon silently watched with broken hearts shedding tears. Even the hearts of Jiminy, Figaro and Cleo couldn't be healed.

"My boy," Geppetto sobbed. "My brave little boy."

Little Apple Bloom and Tender couldn't contain themselves. The little filly cried in the fur of her sister, as she tried to comfort her.

"He deserved it," Applejack said softly.

Every pony slowly turned to her as tears fell down her eyes.

"He deserved to be a real boy," Applejack continued. "He saved my sister."

"He sure was brave," Rainbow said, wiping her tears.

"He lied a few times, but he was honest to the end," Fluttershy sobbed.

"He thought more about his friends than anything else," Twilight added. "More than himself."

More tears were shed from the loss of their friend, who did so much for them during their journey. Through all the difficulties and problems, he died the way he lived… Caring for his family and friends. As everyone cried, a blue light surrounded the puppet and a female voice spoke to him.

"Prove yourself brave, truthful and unselfish, and someday you will be a real boy. Awake, Pinocchio… Awake…"

Suddenly, a powerful glow surrounded Pinocchio. His donkey ears and tail disappeared; his skin no longer made of wood. Pinocchio moved and opened his eyes, slowly standing up. He rubbed his eyes and looked around.

"Father! Guys!" Pinocchio said. "Whatcha crying for?"

When the ponies heard, they almost didn't believe it. They slowly raised their heads; their eyes open wide as a smile formed on their faces. But they disappeared when Geppetto spoke.

"Cause… You are dead, Pinocchio."

_The old man was in deep grief, but completely ignorant to the fact his son is alive._

"No!" Pinocchio shook his head. "No, I'm not.

"Yes, yes, you are," Geppetto said, not looking up. "Now, lie down."

"Geppetto, look!" Twilight said. "He is back!"

"No, Twilight," Geppetto said. "No, he's not."

"But Geppetto… Look!"

Rainbow Dash took a close look at Pinocchio, when she found something… Off.

"Twilight, is it just me or does Pinocchio look less… Woody?

Every pony took a closer look as well, even Applejack's eyes widen.

"Can it truly be?"

"Is he…?" Apple Bloom began.

"But, Father, I'm alive. See? And—"

Suddenly, Pinocchio looked at himself and saw he was different. He began to touch his head.

"And I'm, uh—I'm—I'm real…" He whispered the last word. "I'm a real boy!"

The shout urged Geppetto to look up to the surprise of his life.

"You're alive!" Geppetto said, lifting his son. "And, and you _are_ a real boy!"

The ponies cheered at this sight, even Jiminy and the pets were surprised.

"Wee!" Jiminy shouted. "Whoopee!"

"A real live boy!" Geppetto laughed, joyfully.

Figaro jumped for joy and into the fishbowl giving Cleo a kiss.

"He's alive and a real boy!" Pinkie cheered. "Hooray!"

"This calls for a celebration!" Geppetto declared.

The old man slammed the pendulums of his many clocks, the ponies and pets slamming a few too. In a few seconds, the room is filled with the chimes of the clocks as Geppetto pushes the button of one of his music boxes.

"Professor, lots of music!"

"Come on, every pony!" Spike shout. "Let's start some too!"

As Spike pushed the button of a music box he likes, Fluttershy pushed on with a bear and a man tipping his hat while Applejack pushed one with an elephant and monkey. As the others pushed a few, music filled the room. Geppetto played his concertina again while dancing with Pinocchio. Suddenly, Apple Bloom and Tender leapt toward their friend hugging him tightly.

"Oh, Pinoke!" Apple Bloom cried. "We thought we lost you!"

"I'm okay now," Pinocchio assures.

"Thanks for saving my life back there," Apple Bloom said.

"I couldn't let my friends down, could I?" Pinocchio replied, returning the hug.

Apple Bloom held on before turning to Tender.

"And thank _you_, Tender."

"Nah, Pinoke's the hero," Tender said, humbly. "I was only—"

But he didn't finish when Apple Bloom suddenly hugged him, and his cheeks turned red. A smile forms on his face as he hugged her back. All at once, Pinocchio is surrounded by the rest of his friends, all happy to see him. Figaro and Cleo danced together, while Fluttershy joined them. She couldn't help but find it cute seeing them dance, when Cleo jumped from her bowl and rub lovingly against her cheek.

"Oh, Cleo," Fluttershy giggled. "You're so cute."

At the moment, Pinocchio, Apple Bloom and Tender Taps danced together in a circle as everyone else joined the party.

"Who wants cupcakes?!" Pinkie said, with a singing voice.

Pinkie carried a hot pan of fresh cupcakes, which everyone took. Jiminy watched as the party went on.

"Well! Huh. Th-This is practically where I came in."

He danced a little toward a window, as if he has some unfinished business to attend to. He slowly opens the window and walks outside closing the window behind him. Everybody partied through the night, till all was quiet. They all shared a few laughs and jokes once things settled down.

"And then she flew away from me!" Rainbow laughed. "I mean, I knew that blue siren was dim, but I didn't know she was _that_ dim! Ha-ha-ha!"

They all got a big laugh after that, now that the danger was over.

"So Pinoke, what are you gonna do?" Spike asked. "You kno, now that you're a real boy."

"I'm going to help father around the shop," Pinocchio said. "Hopefully I can make the customers happy like he did. And I definitely want to start school again, to make up for lost time."

"A very good idea, son," Geppetto said, lifting his son for a huge.

Every pony couldn't help but smile at this tender moment.

"I almost can't believe it," Geppetto continued. "My son, a real boy. That's all thanks to you, girls. There's nothing better than reuniting with someone you care about."

"Actually, we have you two to thank as well," Twilight said, smiling. "You deserved your wish for everything you've done for the people of this village. And Pinocchio, you showed the true traits of being a real boy."

"Even though he lied," Applejack points out, then shook her head. "But yes, he truly deserved it. Especially for saving his father… And mah little sister.

Applejack hugged Apple Bloom, who hugged her back.

"Thank you, guys," Pinocchio said. "But I couldn't have done it without you, especially Jiminy—"

Suddenly, Pinocchio turned around and stopped. He looked around the shop.

"Jiminy? Wh-where is Jiminy?"

Soon everyone looked around, though Geppetto was confused.

"Who's Jiminy, son?" Geppetto asked.

"He's my conscience I told you about. He stood by my side till the very end."

"He didn't leave us, did he?" Apple Bloom asked.

"No, that's unlike him," Applejack said. "Maybe he's taking a little breather."

"I would have liked to say 'goodbye' before we left," Rarity said, looking down.

"Leave?" Pinocchio asked. "Where are you going?"

"Back home to Equestria," Twilight explained. "Now that you're a real boy, we have many things to do there. Adventures to experience, duties to our land…"

"Oh…" Pinocchio looked down, sadly.

"But… Will we see Pinocchio again?" Apple Bloom asked.

Applejack turned to Apple Bloom, who had that adorable look in her eyes.

"Of course, we will," Applejack smiled. "I don't know how, but we'll find a way to visit again."

Geppetto then picks up a few gifts: Clocks, music boxes and various toys.

"You nine have done so much for me and Pinocchio, I'd like you have these. My life wouldn't be complete if I haven't met you and gained a son. You are welcome here, any time."

"Thank you, Mr. Geppetto," Apple Bloom said, hugging him.

The others join in the hug, even Pinocchio, Figaro and Cleo, despite being in a bowl. Fluttershy picks up the bowl so Cleo wouldn't feel left out, they hugged for a few more minutes before letting go.

"Well, we got to go," Twilight said. "Goodbye, Geppetto. Goodbye, Pinocchio."

"Goodbye, Twilight," Pinocchio said. "It was nice meeting you and your friends."

"And we're happy to meet you, Pinocchio," Tender said.

"Remember to be good," Applejack advised. "And never lie."

"Don't worry, Applejack," Pinocchio smiled. "I promise to be a good boy, always."

Figaro rubbed himself against Spike while the little dragon pets him.

"Goodbye, Figaro," The dragon spoke. "It was nice meeting you. Take care of Geppetto and Pinocchio, will ya?"

The little kitten nodded with a 'meow'. Meanwhile, Fluttershy bid farewell to Cleo.

"Will you take good care of Geppetto, Pinocchio and Figaro for me?" She asked.

The little goldfish nodded.

"You're such an angel," Fluttershy smiled.

Cleo then jumped from her bowl and gave Fluttershy another rub on the cheek, making her giggle as she joined her friends outside the shop.

"Goodbye, guys!" Pinocchio waved. "Come back soon!"

"We will!" Twilight called out. "Goodbye!"

The others waved as they left the shop, the door closing behind them. It was still pretty dark outside, and they were the only ones outside at this hour.

"Another job well done," Rainbow sighed.

"You can say that again," Applejack said.

"Another job well done," Pinkie repeated.

Applejack turned to Pinkie with a stern look, then she nods her head silently while softening her face patting Pinkie's head. Apple Bloom took one last look at the woodcarver's shop and sighed.

"You know, we're not even in Ponyville and I already miss 'em."

"Don't worry, Apple Bloom," Tender said, putting an arm over Apple Bloom. "We'll find a way to see them again, someday."

Apple Bloom smiled as she leaned her head onto Tender Taps. Applejack watched the two foals after hearing that, as a thought crossed her mind. All the while, Spike looked up to the sky and his eyes widen in wonder.

"Hey guys!" Spike pointed. "Look up there!"

A familiar blue light descended from the sky, landing before the ponies. The light shone very brightly and, once more, the beautiful sight of the Blue Fairy emerged.

"Blue Fairy," Twilight gasped, as every pony bowed.

"There's no need to bow, my little ponies and dragon," The Blue Fairy smiled, as the ponies stood up.

"I just want to thank you for making Pinocchio and Geppetto's wish come true," Twilight said. "And I wanna thank you for changing the donkeys back to boys."

"You're welcome, Princess Twilight," The Fairy said. "You've done very well, especially you, Apple Bloom. You all made Pinocchio and Geppetto very happy and I thank you for that."

Apple Bloom smiled cutely at her words, as Applejack removed her hat.

"Thank you kindly, Miss Fairy," Applejack said. "But honestly: It's mostly Pinocchio you need to thank. And Jiminy… He did a swell job keeping him on the straight and narrow path."

"He left before we even told him 'thank you'," Fluttershy said. "We don't even know where he is."

"Let's say he gained a beautiful reward for his deeds," The Fairy smiled.

"And the boys?" Spike asked. "Are they gonna be fine?"

"Yes, dear Spike," The Fairy nodded. "The boys learned their lesson since you saved them. The fox and the cat are behind bars as we speak."

"What about the Dazzlings?" Twilight asked. "They tried to make you their slave."

"I am aware. After they escaped Monstro, I returned them to the world they were banished to. I hope that's all you want to know."

The ponies nodded, satisfied with their answer.

"Very well," The Fairy bowed. "I'm very happy for what you've done for this world. You have my eternal gratitude."

"Aw, it was nothing," Applejack said, humbly.

Suddenly, a loud sound drew their attention as they gazed toward the sky. Like last time, a large pillar of light and magical energy appears shooting toward the ground. Every pony stepped backwards as the pillar of light vanished leaving the same symbol as last time.

"I believe this is your ride home?" The Fairy inquired.

"It sure is," Twilight said. "It's time to go home."

"Remember my little ponies: The wishing star resides in every world, you just need to find it," The Fairy explains, as they nod. "Have a safe trip home and remember the most important lesson of all."

"Always let your conscience be your guide," Every pony and dragon said, in unison.

And just like that, the Fairy's light shone bright and she vanished into the air.

"Goodbye, Miss Fairy!" Apple Bloom waved.

"Goodbye!" Every pony said in unison.

As she looked up into the sky, Twilight couldn't help but picture her mentor when she sees the Blue Fairy as she smiles.

"Come on, let's go home."

One by one, they each stepped through the pillar and felt pulled into the air back to Equestria. Pinkie Pie was the last pony in line as she looked out toward the empty streets.

"Goodbye, Jiminy! Wherever you are!" Pinkie yelled, hoping he heard her.

* * *

**A few minutes earlier**

After Jiminy left Geppetto's house, for reasons unknown, he admired something shiny on his coat: A shiny gold badge officially proclaiming him a conscience. He couldn't keep his eyes off it.

"Beautiful… Just beautiful."

As Jiminy polished the shining badge, a loud sound startled him.

"What was that?" He said to himself, turning around. "It's come from over there!"

Jiminy hopped toward the corner of the woodcarver's shop. Peeking from behind, he saw something that made his eyes widen. A pillar of light came down from the sky, right in front of the ponies and dragon. He missed the Blue Fairy, who already left.

"My, my," Jiminy said, watching the ponies step inside. "That's something unusual. Looks like they're going home."

Then, he looked toward the ground as if he just realized something.

"There they go, back to their world. I didn't even say 'goodbye' to any of them. Oh, well, I can always say I knew them when. They sure were amazing friends."

"Goodbye, Jiminy!" Pinkie shouted. "Wherever you are!"

Jiminy couldn't help but smile, as began to walk along the streets ready to leave it all behind.

"True, I didn't even say 'goodbye' to Pinocchio either. I hope he won't take it personally. After all, no matter where I go, I'll always be his conscience… And his friend. I'm sure they won't take it personally either."

Jiminy stopped and looked behind him, as one-by-one the ponies entered the pillar. Soon it would take them back home and they would disappear, just like he was about to do.

"A shame, really," Jiminy continued. "I would like to see their world, if only to see how they live and such."

Then suddenly, he stopped. As if he realized he just gave himself an amazing idea.

"Sure! Why not?"

Quickly, he ran toward the ponies who already disappeared through the pillar of light. He hops as fast as he could toward the pillar. Hesitating at first, he quickly jumped inside before the pillar disappeared. He swirled through space, screaming for his life, an experience unlike anything he experienced before.

Meanwhile, our Equestrian heroes were also swirling through space. It didn't take long before they all flew out of the book and back into the library. They rose up from the floor, dusting themselves off. Like before, it seemed hardly any time has passed since they went in.

"Every pony alright?" Twilight asked.

"Uh-huh," Every pony nodded.

"That… Was… So… Cool!" Apple Bloom said, excitedly.

"I liked it too," Tender said. "Just gotta work on that landing."

"Another amazing adventure and another job well done," Applejack nodded.

"It sure was nice to meet Pinocchio and Geppetto," Twilight sighed.

"And check it out!" Rainbow said. "They even gave us souvenirs!"

"I got this apple clock," Applejack said, showing an apple-shaped cuckoo clock.

"I got the one with two ducks," Fluttershy displayed.

"My, what a lovely music box," Rarity said, showing the box with two aristocratic dancers.

"And check out these toys!" Spike said, showing the ones he, Apple Bloom and Tender got.

Apple Bloom admired the toys, but then her expression turned sad. A certain cowpony took notice of that.

"What's the matter, sugar cube?" Applejack asked. "Don't you like your present?"

"It's not that," Apple Bloom shook her head. "I was just… Thinkin'."

"Hmm?" Applejack asked, eyebrow raised.

"I know we already been there a lot, but I thought about everythin' you said and… And you were right. It was a fun adventure, seeing a new world and all, but it was kinda scary. All the dangers, nearly losin' ya, the monsters, and all the trouble we ran into. I guess I wouldn't blame you if you don't want me to come on your adventures anymore."

Applejack was silent for a moment as her sister looked down. Then she smiled and planted a hoof on her shoulder, as she looked up.

"No, you needed this," Applejack said, warmly. "Granny Smith was right: You are growing up and there's nothing I can do about it. I don't know when, but one day the Book will call on you to join us again and I don't want to have to stop you for not knowin' what'll happen. You'll still make mistakes, it'll be hard to know right and wrong, but you are old enough to learn and I'll always be there to help. I only want to be by your side, even if I can't keep you outta harm's way. Which is why, I've decided to teach you everything you'll need to know for next time."

"You mean… I can go on more adventures?" Apple Bloom asked, wide eyed.

"Not 'all' of them…" Applejack speaks, honestly. "But yeah, someday."

"Even me?" Tender Taps approached.

"Heh-heh, sure. Even you, Tender."

"Thanks, big sis," Apple Bloom said, sighing. "I just wish we could've said 'goodbye' to Jiminy."

"Maybe you don't have to."

Suddenly, their eyes widen, and they looked around.

"Jiminy Cricket?" Twilight asked, confused. "Is that you?"

"Down here!" The Cricket called.

The ponies and dragon look down toward the Cricket hopping up and down for attention. The sight of his presence surprised them.

"Jiminy!" Fluttershy said. "How did you get here?"

"Well, I saw you go into that pillar of light," Jiminy explained. "I decided to follow you."

"But what about Pinocchio?" Apple Bloom asked. "Aren't you staying with him?"

"Yeah… Where were you anyway?" Rainbow asked, suspiciously.

"Now, easy there, girls," Jiminy waved his arms. "I can explain: You see, Pinocchio is a real boy now. I figured he won't need me anymore."

"What do you mean?" Twilight said.

"Well, throughout his journey, he clearly had trouble telling right from wrong even when I was around. But he's come a long way since that night on Pleasure Island. Maybe he doesn't need Jiminy Cricket anymore because he's got a conscience of his very own. So, I decided… He's going to be just fine."

The ponies looked at each other, understanding where Jiminy is coming from.

"You know, Jiminy," Twilight said. "Geppetto said, 'There's nothing better than being reunited with someone you care about.' I bet Pinocchio's counting the days till he sees you again."

"Really?" Jiminy asked, pondering. "Well, what do you know? You might be right! If he does need me, I want him to know I'll always be there to help him. I'll always be his conscience and friend no matter what. Guess this ole' cricket learns something new every day."

"I reckon we all can," Applejack said, looking at Apple Bloom and Tender.

"So… What were you doing during the party, anyway?" Pinkie asked. "I saved a cupcake to give to you."

"The Blue Fairy said you had some kind of reward," Applejack implied.

"As a matter of fact I do," Jiminy replied, hopping on the table. "I looked to the wishing star, thanking her for making Pinocchio a real boy. Next thing I know, she gave me this."

The cricket shows every pony his badge. The looked very closely and their jaws dropped. The badge read: 'Official Conscience, 18 kt.'

"Well, ah'll be!" Applejack smiled.

"Wow!" Apple Bloom said.

"Cool!" Tender added.

"Ooh, shiny!" Pinkie smiled.

"Seems she kept her promise, after all," Rarity said.

"Awesome!" Rainbow said.

"Congratulations, Jiminy," Twilight smiled, proudly. "You're an official conscience."

"And solid gold too!" Jiminy added, rubbing the badge to shine it up.

"You really deserved it," Twilight said.

Jiminy smiled and took a look around the castle.

"So… This is your home?"

"Oh yes," Twilight nodded. "Actually, it's just the library of my castle.

"So many books I've never seen before," Jiminy said, looking around. "I'd love to read them."

Jiminy hopped onto the pedestal and stood before the Book of Disney.

"I suppose this is the book where I came from?"

"That's the one. This book changed our lives. Whenever it summons us, we always find new places to visit and new friends to meet… Like you."

"Fascinating," Jiminy said, studying the pages.

"If you want to stay, I could offer you a place to sleep," Twilight said.

"That's very kind of you, Twilight," Jiminy said. "Actually, I think I'll stick around here awhile. There's so much of Equestria I'm dying to see."

Twilight admired how such a tiny cricket could have a head filled with new ideas and thoughts. Twilight suddenly had an idea.

"Hey, Jiminy. We're celebrating a special festival tomorrow night. Wanna join us?"

"Why, I'd be delighted," Jiminy said. "It would give me the chance to explore the new world and get social."

"Uh, Twilight?" Spike asks, tapping her should.

"Yes, Spike?" Twilight turns to Spike.

"Weren't you supposed to ask Princess Luna to prepare the festival?"

"Hmm…" The princess thought, suddenly her eyes widen. "Oh no! Oh no, no, no, no, no! In all the excitement, we haven't prepared anything for the festival!"

"Twilight?" Jiminy asked.

"We still have so much to do…" Twilight panicked.

"Twilight?"

"It's going to be ruined…"

"Twilight?!"

"I don't know what to do…"

"WHOA, WHOA, WHOA!" Jiminy exclaimed, hopping onto Twilight's muzzle. "Take it easy, Twilight. No need to panic."

"Yeah… She does that," Rainbow points out. "A LOT!"

"Nevertheless, I think I can help with these preparations," Jiminy comforts her. "I think I have a few ideas that just might work!"


	15. Star Gaze Festival - Dreams Do Come True

It was a lengthy train ride by the time they reached Canterlot. Riding on Twilight's back, the cricket could hardly believe there was a city and a castle built into the side of a mountain. Thanks to the assistance of both Jiminy and Princess Luna, Twilight manages to prepare everything for the Star Gaze Festival from decorations to the food. The princess of the night was surprised to meet the new visitor, the same for Jiminy, who couldn't help but stare at her beauty. But after proper introductions, Luna was happy to help.

By the time nighttime approached, all was ready. The festival took place outside, along the same spot where every pony watched the meteor shower. There were tables lined with food, a few tables here and there and some ponies set up telescopes to watch the stars. Many ponies arrived to celebrate, even Twilight's entire family came alone. The Mane Six, Spike, Jiminy, Apple Bloom and Tender Taps sat together along with the other Cutie Mark Crusaders. Even Princess Luna was there to share the ponies the beauty of the night and the stars. In the meantime, Rainbow Dash told the story to the rest of the Crusaders.

"There he was: This huge monster!" Rainbow said, expanding her arms. "I'm telling you it was the biggest whale I've ever seen. We swam as fast as we could but ended up in his belly."

Sweetie Belle and Scootaloo gasped.

"How did you escape?" Scootaloo asked.

"Simple, we made him sneeze! It was Pinocchio's brilliant idea."

"But first they deal with…" Apple Bloom began.

"Shh, Apple Bloom!" Sweetie Belle hushed. "Don't spoil anything."

"Sorry, it was just so great!" Apple Bloom said, excitedly.

"Anyways, before we escaped, we had to deal with some old enemies of Twilight's," Rainbow continued, as Twilight smirked. "There were these Sirens who call themselves 'The Dazzlings'. You see…"

Twilight and the others watch Rainbow go on with the story over a snack and drinks.

"Good ole' Rainbow," Applejack chuckled. "She loves to tell stories, especially when she's in it."

"No doubt about it," Jiminy nodded, sipping cider through a straw. "Mmm… You're cider is pretty good!"

"Thanks, Jiminy," Applejack smiled. "That means a lot."

At the moment, Twilight wrote a letter to the princess about what she and her friends learned from their adventure.

"_Dear Princess Celestia,_

_My friends and I learned a few great and important lessons from our new adventure in the Book of Disney that I hope to share with you someday._

_The first is about wishes. I know I said it takes effort to make them true, but sometimes just believing and wishing on the brightest star in the sky can make them true too. Who better to teach me this lesson than your very own sister, Princess Luna?_

_Second, as I said before, I 'still' believe it takes effort to make them real. The most important qualities are being brave, truthful and unselfish. Pinocchio, a puppet brought to life by the Blue Fairy and our newest friend, proved all those things throughout our adventure. As a reward, he became the real boy his father, Geppetto, wanted him to be._

_Last, but certainly not least, never forget a lie, no matter the size of it, will always be a lie. One that keeps growing and growing until it's as plain as the nose on your face. That you must learn to listen from those trying to protect you, whether it's your friends or family. Most importantly, listen to your own conscience. In the words of a very wise Fairy: Always let your conscience be your guide._

_Your faithful student,_

_Princess Twilight __Sparkle__."_

After Twilight finished the letter, she regrouped with the rest of her friends.

"I bet your very proud to be an official conscience now," Spike spoke to Jiminy.

"You bet I am," Jiminy said, proudly.

"Wow! A talking cricket!"

A cute voice startled Jiminy as he looked up. Apple Bloom's friends, Scootaloo and Sweetie Belle, looked down to him wide-eyed with wonder.

"Is this the same cricket from your adventure?" Sweetie Belle asked.

"Yep, that's him," Apple Bloom said.

"Cool!" Sweetie Belle and Scootaloo said, in unison.

"Hello, little ones," Jiminy greeted the fillies. "Cricket's the name, Jiminy Cricket."

"Hello, Jiminy!" Scootaloo said.

"Is it really true you were the conscience of a living puppet?" Sweetie Belle asked.

"That's right," Jiminy nodded. "I'm Pinocchio's conscience and friend."

"Awesome!" Scootaloo exclaimed. "I totally want to experience an adventure someday!"

"Me too!" Sweetie Belle agreed.

"Maybe next time we could all travel together," Apple Bloom suggested.

"Even better!" Sweetie Belle said.

Together, the three fillies walked around the festival as they continued to talk about the adventure.

"Pinocchio was so brave," Apple Bloom sighed. "He saved me from the sea."

"Ooh, some pony has a crush on him!" Sweetie Belle teased.

"I do not!" Apple Bloom retorts. "He's just a good friend, like Tender."

"So, who do you like the most?" Scootaloo teased. "Tender or Pinocchio?"

"Very funny, girls," Apple Bloom said, sarcastically. "Very funny."

The three shared a good laugh while the Mane Six, Spike and Jiminy were busy. Suddenly, a few ponies gasp and started bowing paving way for another very special some pony. It was none other than the ruler of daylight: Princess Celestia. The moment Jiminy saw her, he couldn't help but stare.

"My, who's that?" Jiminy asked.

"That's Princess Celestia," Twilight answered. "Luna's sister. She's in charge of the sun."

"Unbelievable! Normally, the sun and moon move by themselves, but here your princesses control them?"

"They usually raise and lower them, but yes."

"How long have they been ruling Equestria?"

"About a thousand years."

Jiminy's eyes went wide when he heard the number, facing Twilight.

"A thousand years?" Jiminy asked. "Celestia and Luna are over a thousand years old?"

"Yep," Twilight answered.

"And so young… They must be immortal!"

"They sure are."

It didn't take long for the white alicorn to pass the other ponies, many saying 'Your Majesty' as she passed by, merging through the crowd toward her favorite group of ponies.

"Princess Celestia," The Mane Six bowed.

"Good evening, my little ponies," The princess greeted. "How are you this evening?"

"We're doing fine, princess," Rarity nods. "On what do we owe your visit at this hour?"

"I came to see what a marvelous job Luna did for the festival. I also heard rumors of a new visitor in Equestria, a certain talking cricket."

The princess herself lowers her head toward Jiminy's level.

"Are you that cricket?"

The princess batted her eyelashes for a moment, the little cricket's face turned red as he pulled his coat collar.

"Well, uh… I, uh… Um… Uh-huh."

"It's a pleasure to meet you," Celestia giggled. "What is your name?"

"Cricket's the name," Jiminy tipped his hat, bowing. "Jiminy Cricket, at your service."

"Welcome to Equestria, Mr. Cricket," Princess Celestia greeted. "I hope you're enjoying your stay."

"Why thank you, your Majesty. You have an amazing world. Your student and her friends have been incredibly kind to me."

"I'm glad to hear that."

"Princess Celestia," Twilight stepped in. "I just wrote you a letter about the lessons from our previous adventure in the Book of Disney."

"That's very good, Twilight," Celestia replied. "I'll read it later. So, Sir Jiminy, you must be from one of the worlds inside the Book of Disney?"

"I am, Your Majesty," Jiminy nodded.

"Amazing! I would love to hear more about you someday."

"Well, I'll be sticking around a while, so I'd be most honored to tell you, Your Majesty."

Suddenly, the stars above shone brighter than before. With a little help from the moon, the night sky was more beautiful than ever.

"Hey, every pony!" Pinkie called, pointing up. "Look up there!"

Every pony turned to the night sky, all sitting on their haunches, watching the beauty of night.

"Wow!" Rainbow said, in awe.

"Beautiful!" Fluttershy said.

"It's simply divine!" Rarity said.

"I could watch this all night," Jiminy replied.

"Yes, the night really is beautiful," Twilight said.

"I'm so proud of you, Luna," Celestia said, a tear falling from her eye.

From the moon, Luna couldn't be any happier seeing all the ponies cuddled together and watching the night sky in peace as she continued her job throughout the night.

* * *

A few hours passed the festival, every pony soon decided it was time to hit the hay. Applejack and her whole family went back to the farm, even her grandfather from her mother's side, Grand Pear. Granny Smith invited him a few days ago to join them at the festival and offered him to spend a night on the farm. It made Applejack smile, but she couldn't help but recall something the Blue Fairy said. Apple Bloom had the same though, but they were too tired to talk about it.

After tucking her sister into bed, Applejack was in her own room fast asleep. But suddenly, a bright light shone through the window causing her eyes to open.

"What the hay?!" She asked, tiredly.

She approached the window and looked out. One of the stars shone brighter than the others. Suddenly, two balls of light fell from the sky and impacted outside the farm grounds.

"Now what in tarnation is goin' on this time?" Applejack asked herself, leaving her room.

Downstairs, Applejack opened the door and went outside. She saw a big, bright light before her and at first all was quiet.

"Applejack…"

A soft female voice took Applejack by surprise, as she looked around.

"Applejack…"

Another voice called out, this time it was male. It didn't take long for Applejack to realize both voices were coming from the light.

"Alright, whoever you are," Applejack said. "You better dim the lights and show me who you are or you're in very big trouble!"

The light revealed two silhouettes similar to ponies, but neither showed who they were. Applejack stood in a fighting stance, anticipating the danger she's facing.

"I'm warning you: Show me who you are or get off my farm! You ain't hurtin' mah family!"

But again, the two silhouettes didn't move. Now Applejack was getting impatient.

"I said… SHOW YOURSELVES!" Applejack spoke loudly.

Suddenly, the two silhouettes took form revealing who they were. One was a stallion who resembled her brother, but with her mane style and her little sister's coat along with a Stetson hat. The other was a beautiful mare with pale gamboge fur skin and an orange mane. Applejack's eyes widen, staring in shock and disbelief. It was a sight she was very familiar with of two ponies she hasn't seen in years. And yet, here they were.

"Hello, dear," The mare spoke.

Applejack didn't move, thinking this was just a dream. It could possibly be a trick; she couldn't believe it was real.

"I know what you're thinking, Applejack," The mare said, understandingly. "You're thinking if we are real or not."

"But we are very real, dear," The stallion said. "That is the honest truth."

Applejack eventually took a few steps forward, to look closely.

"M-Mom?"

The mare smiled and nodded, as Applejack faced the stallion.

"Dad?"

The stallion smiled and nodded too.

At first, Applejack didn't know what else to say. It was too much to bear, it was too good to be true.

"Applejack?"

An adorable little voice made Applejack look behind her, as her sister walked outside.

"What's going on?" She asked, sleepily. "What was that bright light?"

Then Apple Bloom saw the two ponies, sharing the same reaction as Applejack. The two ponies saw the little filly and nearly gasped.

"What in tarnation is going on here?"

Next thing you know, Granny Smith, Bic Mac and Grand Pear walked outside to see what was going on.

"Who's the whippersnapper who started the light show?" Granny Smith asked.

It didn't take long for them to get their answer at the sight of two ponies. All of them looked stunned, but none more so than Grand Pear, who took a step forward for a closer look.

"Pe-Pear Butter?" Grand Pear asked, a tear falling from his eye. "Is that you?"

"Hello, daddy," Pear Butter said, a tear falling from her eye.

Granny faced the stallion, with tear-filled eyes.

"Bright Mac?" Granny asked, tearfully.

"Hello, Ma," Bright Mac answered, lovingly.

Pear Butter looked upon Applejack, Apple Bloom and Bright Mac, all three in shock. Then she lifted the youngest daughter, and Apple Bloom realized she was 'real'. Her eyes teared up and she smiled.

"MOM!" Apple Bloom said, hugging her.

"Mah children," Pear Butter said, tearfully.

Soon both Applejack and Big Mac joined in the hug.

"Mom!" Big Mac spoke, with a tear.

"Mah sweet little children," Pear Butter said, hugging them.

Granny and her son looked at each other. She placed a hoof on his cheek, and it was true. It felt as real as the hug shared between her grandchildren and their mother.

"Oh, Bright Mac. You're still as handsome as ever and you ain't aged a day."

"Not once, ma," Bright Mac shook his head, smiling.

They both hugged each other, Granny overcome with tears as Bright Mac comforted her.

"It's alright, ma."

After a while, Pear Butter released the hug from her children to approach her father, who felt like crying seeing his daughter again.

"P-Pear Butter," Grand Pear spoke, as he cried. "So many things I want to say, so much I wanted to tell you. I'm… I'm so sorry. I shouldn't have been so stupid. If… If I knew what…"

"Shh…" Pear Butter hushed him.

She warmly hugged her father, as she too began to cry.

"I forgive you daddy," She said. "I always have."

"My little girl," He said, accepting the hug. "My little Pear Butter."

"But… But how?" Big Mac asked.

Apple Bloom thought for a moment before turning to the sky. Sure enough, she saw it: The wishing star.

"The Blue Fairy," She spoke, softly.

Every pony turned to her as she nodded at her own response.

"The Blue Fairy truly kept her promise; she fulfilled our wish."

"What Blue Fairy?" Grand Pear asked.

"She's a magical being we met on our previous adventure," Applejack said.

"Does this mean you can stay with us?" Apple Bloom asked.

"We would love nothing more than to do that, Apple Bloom," Pear Butter said.

But then, she faced the ground sadly. Even Bright Mac looked down in regret.

"I'm just sorry we can't," Pear Butter concluded.

This made every pony gasp.

"We can only be here for a short time, but no longer," Bright Mac said. "Even we wished there was another way."

Applejack understood, they knew she couldn't ask the Blue Fairy to bring them to life permanently. But she still couldn't help but look on the ground sadly. Pear Butter saw the expression on her daughter's face and placed a hoof along her cheek.

"Oh, Applejack. I know it's been hard for you, all of you. But I do hope you understand."

Apple Bloom approached her mother again, who turned around and they hugged each other.

"But… Wi-Will we ever see you again?" Apple Bloom asked, tearfully.

"We've always been there for you," Bright Mac said. "For you, for Applejack… For all of you. You only need to look hard enough."

"Your father is right," Pear Butter said. "Even when we're not around, we'll always be there for you."

Applejack shed a few tears, eventually nodding in acceptance and smiled.

"If you ever want to see us again," Pear Butter continued. "Always look toward the stars and the wishing star will be there waiting for you."

"Pear Butter, I wish I could spend more time with you," Grand Pear said. "There's so much we could've done and so much for me to make up for."

"I know, Daddy," Pear Butter said. "But now, you must spend that time with your grandchildren. They will need you, as you need them. Will you promise to look out for them?"

Grand Pear looked at his daughter, then to Granny Smith and his grandchildren.

"I promise, Pear Butter," He said, smiling. "I won't fail you again."

"Thank you, daddy," Pear Butter whispered.

"Always remember, Ma," Bright Mac said. "Even though I'm not around, I know you'll do a great job taking care of them."

"They mean everything to me," Granny said, tearfully. "Just like you were, Bright Mac."

Then they all hugged each other, making the most of their time.

"We'll miss you, so much," Big Mac said, tearfully.

"Us too," Bright Mac said, as he and his wife step backward. "Never forget everything we've told you."

"Thank you, for everything," Pear Butter said, holding her husband tightly.

The Apples and Grand Pear watch Bright Mac and Pear Butter's silhouettes shine brightly, shifting into balls of light floating into the night sky. They looked up for a few moments and felt something new within their hearts. True the sadness was still there, but there was something else: Happiness.

Applejack took of her hat, the one her father gave her years ago, admiring it. Her father used to say passing the torch is a 'right of passage' that takes many forms. The day her father passed down his Stetson hat was the most important day of her life.

Which is why Applejack never spoke about her parents death, not to any pony. Losing someone very dearly to her, two in mind, and wanting to do everything to have them back… It was tough. But this hat made her feel closer to them and only now did she realize they never left. That whether it's taking care of something that belong to them, looking at pictures, the stars or even more beautiful: Dreaming about them… In a way, it all feels real.

When Applejack looked at her father's hat, along toward the rest of her family, she accepted her parents weren't really gone even when it feels that way.

"Ah can't believe she did it," Apple Bloom said, referring to the Blue Fairy.

"Eeyup," Big Mac said. "We really should thank her."

Granny and Grand Pear looked toward the night sky, crying happily.

"After all this time, I finally saw my son again," Granny said.

"And my daughter too," Grand Pear said, moving closer to Granny.

"But I don't get it," Apple Bloom said. "If the Blue Fairy came from another world, how could she still fulfill our wish?"

"Ah guess…" Applejack began. "The wishing star, like any other star, is always connected to many worlds. Ours… And Pinocchio's. Ya know, Apple Bloom. Looking at the star makes me feel closer to our parents. That everything, no matter how impossible… Is possible!"

"Funny, I was feeling the same way," Apple Bloom said.

"We all do," Granny added, smiling.

"Eeyup," Big Mac said.

"Yeah," Applejack said, looking up with a smile. "Ah think it's swell."

They cuddled close together, watching the brightest star in the night sky.

"_When your heart is in your dreams_  
_No request is too extreme_  
_When you wish upon a star_  
_Your dreams come true_  
_You'll find your dreams come __true__."_

THE END


End file.
